Exhibit 4.1


 


Execution Copy


 


 



AvalonBay
Communities, Inc.,


 


as Issuer


 


— and —


 


The Bank
of New York Mellon,


 


as Trustee


 


 


 


INDENTURE


 


 


 


Dated as of February 23, 2018


 


Debt Securities


 


 


 




     


     


    

 


Certain Sections of this Indenture

relating to the Trust Indenture Act of 1939


 


	
    Trust Indenture Act Section
	 	
    Indenture
    

Section

	§310(a)(1)	 	607
	(a)(2)	 	607
	(b)	 	608
	§312(a)	 	701, 702(1)
	(b)	 	702
	(c)	 	702
	§313(a)	 	703
	(b)(2)	 	703
	(c)	 	703
	(d)	 	703
	§314(a)	 	704
	(c)(1)	 	102
	(c)(2)	 	102
	(e)	 	102
	§315(a)	 	601
	(b)	 	601, 602
	(c)	 	601
	(d)	 	601
	(e)	 	515
	§316(a) (last sentence)	 	101
	(a)(1)(A)	 	502, 512
	(a)(1)(B)	 	513
	(b)	 	508
	§317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	§318(a)	 	108


 


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


 




     


     


    

 


TABLE OF CONTENTS


 


	Article One. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 
	Section 101.	Definitions	1
	Section 102.	Compliance Certificates and Opinions	10
	Section 103.	Form of Documents Delivered to Trustee	11
	Section 104.	Acts of Holders; Record Dates	11
	Section 105.	Notices, etc. to Trustee and Issuer	12
	Section 106.	Notice to Holders of Securities; Waiver	13
	Section 107.	Language of Notices	13
	Section 108.	Conflict with Trust Indenture Act	13
	Section 109.	Effect of Headings and Table of Contents	13
	Section 110.	Successors and Assigns	13
	Section 111.	Separability Clause	13
	Section 112.	Benefits of Indenture	13
	Section 113.	Governing Law; Waiver of Jury Trial	14
	Section 114.	Legal Holidays	14
	Section 115.	Counterparts	14
	Section 116.	Judgment Currency	14
	Section 117.	Extension of Payment Dates	14
	Section 118.	Immunity of General Partners, Limited Partners, Shareholders, Directors, Officers, Employees, Incorporators and Agents of the Issuer and Guarantors	15
	Section 119.	USA Patriot Act	15
	Section 120.	Force Majeure	15
	Section 121.	FATCA	15
	 	 	 
	
    Article Two. SECURITIES
    FORMS

    
	16
	 	 
	Section 201.	Forms Generally	16
	Section 202.	Form of Trustee’s Certificate of Authentication	16
	Section 203.	Securities in Global Form	16
	 	 	 
	
    Article Three.
THE SECURITIES
	17
	 	 
	Section 301.	Amount Unlimited; Issuable in Series	17
	Section 302.	Currency; Denominations	20
	Section 303.	Execution, Authentication, Delivery and Dating	21
	Section 304.	Temporary Securities	22
	Section 305.	Registration, Transfer and Exchange	22
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	24
	Section 307.	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved	25
	Section 308.	Persons Deemed Owners	26
	Section 309.	Cancellation	26
	Section 310.	Computation of Interest	26
	Section 311.	CUSIP Numbers	26
	Section 312.	Trustee, Paying Agent and Security Registrar Not Responsible for Depository	27
	 	 	 
	
    Article Four.
SATISFACTION AND DISCHARGE OF INDENTURE
	27
	 	 
	Section 401.	Satisfaction and Discharge	27
	Section 402.	Defeasance and Covenant Defeasance	28
	Section 403.	Application of Trust Money	31
	Section 404.	Reinstatement	31
	Section 405.	Qualifying Trustee	32






 


	
    Article Five.
REMEDIES
	32
	 	 
	Section 501.	Events of Default	32



 






    


     


    

 


	Section 502.	Acceleration of Maturity; Rescission and Annulment	33
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	34
	Section 504.	Trustee May File Proofs of Claim	34
	Section 505.	Trustee May Enforce Claims without Possession of Securities	35
	Section 506.	Application of Money Collected	35
	Section 507.	Limitations on Suits	35
	Section 508.	Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts	36
	Section 509.	Restoration of Rights and Remedies	36
	Section 510.	Rights and Remedies Cumulative	36
	Section 511.	Delay or Omission Not Waiver	37
	Section 512.	Control by Holders of Securities	37
	Section 513.	Waiver of Past Defaults	37
	Section 514.	Waiver of Usury, Stay or Extension Laws	37
	Section 515.	Undertaking for Costs	38
	 	 	 
	
    Article Six.
THE TRUSTEE
	38
	 	 
	Section 601.	Certain Rights of Trustee	38
	Section 602.	Notice of Defaults	40
	Section 603.	Not Responsible for Recitals or Issuance of Securities	40
	Section 604.	May Hold Securities; Transactions with the Issuer or any Guarantor	41
	Section 605.	Money Held in Trust	41
	Section 606.	Compensation and Reimbursement	41
	Section 607.	Corporate Trustee Required; Eligibility	42
	Section 608.	Resignation and Removal; Appointment of Successor	42
	Section 609.	Acceptance of Appointment by Successor	43
	Section 610.	Merger, Conversion, Consolidation or Succession to Business	44
	Section 611.	Appointment of Authenticating Agent	44
	 	 	 
	
    Article Seven.
HOLDERS LISTS AND REPORTS BY TRUSTEE, TRUST AND GUARANTORS
	45
	 	 
	Section 701.	Issuer to Furnish Trustee Names and Addresses of Holders	45
	Section 702.	Preservation of Information; Communications to Holders	46
	Section 703.	Reports by Trustee	46
	Section 704.	Reports by the Issuer	46
	 	 	 
	
    Article Eight.
CONSOLIDATION, MERGER, SALES AND SUBSTITUTION 
	47
	 	 
	Section 801.	Issuer May Consolidate, Etc., Only on Certain Terms	47
	Section 802.	Guarantor May Consolidate, Etc., Only on Certain Terms	47
	Section 803.	Successor Person Substituted for Issuer or Guarantor	48
	 	 	 
	
    Article Nine.
SUPPLEMENTAL INDENTURES 
	48
	 	 
	Section 901.	Supplemental Indentures Without Consent of Holders	48
	Section 902.	Supplemental Indentures with Consent of Holders	50
	Section 903.	Execution of Supplemental Indentures	51
	Section 904.	Effect of Supplemental Indentures	51
	Section 905.	Reference in Securities to Supplemental Indentures	51
	Section 906.	Conformity with Trust Indenture Act	51
	 	 	 
	
    Article Ten.
COVENANTS 
	51
	 	 
	Section 1001.	Payment of Principal, Premium, Interest and Additional Amounts	51
	Section 1002.	Maintenance of Office or Agency	52
	Section 1003.	Provisions as to Paying Agent	52
	Section 1004.	Additional Amounts	53
	Section 1005.	Corporate Existence	53
	Section 1006.	Waiver of Certain Covenants	53
	Section 1007.	Issuer and Guarantor Statement as to Compliance	53



 






     


     


    

 


	Section 1008.	Calculation of Original Issue Discount	54
	Section 1009.	Maintenance of Properties	54
	Section 1010.	Insurance	54
	Section 1011.	Payment of Taxes and Other Claims	54
	 	 	 
	
    Article Eleven.
REDEMPTION OF SECURITIES 
	55
	 	 
	Section 1101.	Applicability of Article	55
	Section 1102.	Election to Redeem; Notice to Trustee	55
	Section 1103.	Selection by Trustee of Securities to be Redeemed	56
	Section 1104.	Notice of Redemption	56
	Section 1105.	Deposit of Redemption Price	57
	Section 1106.	Securities Payable on Redemption Date	57
	Section 1107.	Securities Redeemed in Part	58
	 	 	 
	
    Article Twelve.
SINKING FUNDS 
	58
	 	 
	Section 1201.	Applicability of Article	58
	Section 1202.	Satisfaction of Sinking Fund Payments with Securities	58
	Section 1203.	Redemption of Securities for Sinking Fund	59
	 	 	 
	
    Article Thirteen.
REPAYMENT AT THE OPTION OF HOLDERS 
	59
	 	 
	Section 1301.	Applicability of Article	59
	 	 	 
	
    Article Fourteen.
SECURITIES IN FOREIGN CURRENCIES 
	59
	 	 
	Section 1401.	Applicability of Article	60
	Section 1402.	Monies of Different Currencies to be Segregated	60
	 	 	 
	
    Article Fifteen.
GUARANTEE OF SECURITIES 
	60
	 	 
	Section 1501.	Guarantee	60
	Section 1502.	Future Guarantors	62
	Section 1503.	Delivery of Guarantee	62



 


	Exhibit A – Form of Fixed Rate Note	65
	 	 
	Exhibit B – Form of LIBOR Floating Rate Note	76




 




     


     


    

 


INDENTURE,
dated as of February 23, 2018 (this “Indenture”), between AvalonBay Communities, Inc., a Maryland corporation
(the “Issuer” or the “Company”), having its principal executive office located at 671 N. Glebe Road,
Arlington, VA 22203, as issuer, and The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New
York, as trustee, registrar, paying agent and transfer agent (the “Trustee,” “Registrar,” “Paying
Agent,” and “Transfer Agent,” respectively).


 


RECITALS


 


The Issuer has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (hereinafter
called the “Securities”), unlimited as to principal amount, to bear such fixed or floating rates of interest, to mature
at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided.


 


The Issuer has done all things necessary on its
part to make this Indenture a valid and legally binding agreement of the Issuer in accordance with its terms.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article One.


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 101.           Definitions.


 


Except as otherwise expressly provided in or pursuant
to this Indenture or unless the context otherwise requires, for all purposes of this Indenture:


 


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


 


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


 


(3)            all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;


 


(4)            the
words “herein,” “hereof,” “hereto” 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;


 


(5)            the
word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both,” not
 “either A or B but not both”);


 


(6)            provisions
apply to successive events and transactions;


 


(7)            the
term “merger” includes a statutory share exchange and the terms “merge” and “merged” have correlative
meanings;


 


(8)            the
masculine gender includes the feminine and the neuter; and


 


(9)            references
to agreements and other instruments include subsequent amendments and supplements thereto.


 






     


     


    

 


Certain terms used principally in certain Articles
hereof are defined in those Articles.


 


“Acquisition Property” means
a Property acquired by the Issuer or any Subsidiary of the Issuer during the most recent four (4) consecutive fiscal quarters.


 


“Act,”
when used with respect to any Holders, has the meaning specified in Section 104.


 


“Additional
Amounts” means any additional amounts which are required by this Indenture, by the terms of any Security established
pursuant to Section 301 or by the terms of any Guarantee, under circumstances specified herein or therein, to be paid by the
Issuer or any Guarantor, as applicable, in respect of certain taxes, duties, levies, imposts, assessments or other governmental charges
imposed on Holders specified herein or therein.


 


“Additional
Amounts Notice” has the meaning specified in Section 1004.


 


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


 


“Agency”
with respect to any Securities, means an agent of the Issuer or the office of an agent of the Issuer, as the context requires, in each
case maintained or designated in a Place of Payment for such Securities pursuant to Section 1002 or any other agent of the
Issuer or office of an agent of the Issuer, as the context requires, in each case maintained or designated for such Securities pursuant
to Section 1002 or, to the extent designated or required by Section 1002 in lieu of such agent or agent’s
office, the Corporate Trust Office of the Trustee.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 611 to act on behalf of the Trustee
to authenticate Securities of one or more series.


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal, state, or foreign law for the relief of debtors.


 


“Board
of Directors” means the board of directors of the Issuer, or any committee of such board duly authorized to act generally
or in any particular respect hereunder.


 


“Board
Resolution” means a copy of one or more resolutions or unanimous written consents, certified by the Secretary or an Assistant
Secretary of the Issuer to have been duly adopted by the Board of Directors, on behalf of the Issuer, and to be in full force and effect
on the date of such certification, delivered to the Trustee.


 


“Business
Day” means, unless otherwise specified with respect to the Securities of any series pursuant to Section 301,
any day other than a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or obligated by
law, regulation or executive order to close; provided that such term shall mean, when used with respect to any payment of principal
of, or premium or interest, if any, on, or Additional Amounts with respect to, the Securities of any series to be made at any Place of
Payment for such Securities, unless otherwise specified pursuant to Section 301 with respect to such Securities, any day other
than a Saturday, Sunday or other day on which banking institutions in such Place of Payment are authorized or obligated by law, regulation
or executive order to close.


 


“Capitalized
Property Value” means, with respect to any Person, (a) Property EBITDA of such Person for the four (4) consecutive
fiscal quarters ended on a Reporting Date divided by (b) the Capitalization Rate.


 


“Capitalization
Rate” means 6.75%.


 






    2


     


    

 


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


 


“Common
Equity” means the common stock, par value $.01 per share, of the Issuer, and includes without limitation any other equity
security of any class of the Issuer, which has no preference in respect of dividends or of amounts payable in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Issuer, and which is not subject to redemption by the Issuer.


 


“Conversion
Event” means the cessation of use of (i) a Foreign Currency both by the government of the country or the confederation
which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within
the international banking community or (ii) any currency unit or composite currency for the purposes for which it was established.


 


“Corporate
Trust Office” means either the corporate trust office of the Trustee at which this Indenture shall be administered, which
office at the date of this Indenture is located at 500 Ross Street, 12th Floor, Pittsburgh, PA 15262, Attn: Corporate Trust
Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer.


 


“Corporation”
includes corporations, partnerships, associations, limited liability companies and other companies, and business trusts (which term shall
expressly include real estate investment trusts). The term “corporation” means a corporation and does not include partnerships,
associations, limited liability companies or other companies or business trusts. Except to the extent expressly provided to the contrary,
Corporation does not include joint ventures.


 


“Covenant
Defeasance” has the meaning specified in Section 402(3).


 


“Currency,”
with respect to any payment, deposit or other transfer in respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other
transfer is required to be made by or pursuant to the terms hereof or such Security and, with respect to any other payment, deposit or
transfer pursuant to or contemplated by the terms hereof or such Security, means Dollars.


 


“CUSIP
number” means the alphanumeric designation assigned to a Security by Standard & Poor’s, CUSIP Service
Bureau.


 


“Debt”
means, without duplication, the Issuer’s aggregate principal amount of indebtedness in respect of (i) borrowed money evidenced
by bonds, notes, debentures or similar instruments, as determined in accordance with GAAP, (ii) indebtedness secured by any mortgage,
pledge, lien, charge, encumbrance or any security interest existing on Property or other assets owned by the Issuer, as determined in
accordance with GAAP, (iii) reimbursement obligations in connection with any letters of credit actually issued and called, (iv) any
lease of property by the Issuer or any Subsidiary as lessee which is reflected in the Issuer’s balance sheet as a capitalized lease,
in accordance with GAAP; provided, that Debt also includes, to the extent not otherwise set forth above, any obligation by the
Issuer or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise, items of indebtedness of another Person (other
than the Issuer or any Subsidiary) described in clauses (i) through (iv) above (or, in the case of any such obligation made
jointly with another Person, the Issuer’s or Subsidiary’s allocable portion of such obligation based on its ownership interest
in the related real estate assets or such other applicable assets); and provided, further, that Debt excludes Intercompany Debt.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Depository”
means, with respect to any Security issuable or issued in the form of one or more global Securities, The Depository Trust Company (including
its successors), or such other Person as the Issuer may designate as depository in or pursuant to this Indenture, and, unless otherwise
provided with respect to any Security, 


 






    3


     


    

 


shall include any successor to such Person. If at any time there is more than one such Person,
 “Depository” shall mean, with respect to any Securities, the depository which has been appointed with respect to such Securities.


 


“Development
Property” means a Property currently under development on which the improvements have not been completed, or a Property
where development has been completed as evidenced by a certificate of occupancy for the entire Property for the 36 month period following
the issuance of such certificate of occupancy (provided that the Issuer may at its option elect to remove a Property from the category
of Development Property prior to the completion of the 36 month period, but any such Property may not be reclassified as a Development
Property). The term “Development Property” shall include Property of the type described in the immediately preceding sentence
to be (but not yet) acquired by the Issuer or any Subsidiary upon completion of construction pursuant to a contract in which the seller
of such Property is required to develop or renovate prior to, and as a condition precedent to, such acquisition.


 


“Dollars”
or “$” means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United
States of America.


 


“EBITDA”
means, with respect to any Person, for any period and without duplication, net earnings (loss) of such Person for such period excluding
the impact of the following amounts with respect to any Person (but only to the extent included in determining net earnings (loss) for
such period): (i) depreciation and amortization expense and other non-cash charges of such Person for such period, as such Person
shall determine in good faith; (ii) interest expense, including prepayment penalties, of such Person for such period; (iii) income
tax expense of such Person in respect of such period; (iv) extraordinary and nonrecurring gains and losses, as such Person shall
determine in good faith, of such Person for such period, including without limitation, gains and losses from the sale of assets, write-offs
and forgiveness of debt, foreign currency translation gains or losses; and (v) non-controlling interests. In each case for such period,
such Person will reasonably determine the amounts in accordance with GAAP, except to the extent GAAP is not applicable with respect to
the determination of non-cash and non-recurring items.


 


“Encumbered
Asset Value” means, with respect to any Person, for any date, the portion of Total Assets serving as collateral for Secured
Debt as of such date.


 


“Equivalent
Terms” has the meaning specified in Section 1102.


 


“Event
of Default” has the meaning specified in Section 501.


 


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


 


“Foreign
Currency” means any currency, currency unit or composite currency issued by the government of one or more countries other
than the United States of America or by any recognized confederation or association of such government.


 


“GAAP”
and “generally accepted accounting principles” means accounting principles generally accepted in the United States
of America, consistently applied, as in effect from time to time; provided that if, as of a particular date as of which compliance
with the covenants contained in this Indenture is being determined, there have been changes in accounting principles generally accepted
in the United States of America from those that applied to the Issuer’s consolidated financial statements included in the Annual
Report on Form 10-K for the year ended December 31, 2017, the Issuer may, in its sole discretion, determine compliance with
the covenants contained in this Indenture using accounting principles generally accepted in the United States of America, consistently
applied, as in effect as of the end of any calendar quarter selected by us, in the Issuer’s sole discretion, that is on or after
December 31, 2017 and prior to the date as of which compliance with the covenants in this Indenture is being determined (“Fixed
GAAP”), and, solely for purposes of calculating the covenants as of such date, “GAAP” shall mean Fixed GAAP.


 


“Government
Obligations” means securities which are (i) direct obligations of the United States of America or the other government
or governments in the confederation which issued the Foreign Currency in which 


 






    4


     


    


 


the principal of or any premium or interest on
the relevant Security or any Additional Amounts in respect thereof shall be payable, in each case where the payment or payments thereunder
are supported by the full faith and credit of such government or governments or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America or such other government or governments, in each case where
the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of
America or such other government or governments, and which, in the case of (i) or (ii) above, are not callable or redeemable
at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any
such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal
of or other amount with respect to the Government Obligation evidenced by such depository receipt.


 


“Guarantee”
has the meaning set forth in Article Sixteen hereof.


 


“Guarantors”
means any Person that is liable under a Guarantee under Article Sixteen hereof.


 


“Holder,”
in the case of any Registered Security, means the Person in whose name such Security is registered in the Security Register.


 


“Indebtedness,”
when used with respect to any Person, and without duplication, unless otherwise specified with respect to the Securities of any series
pursuant to Section 301, means any indebtedness (whether being principal, premium or interest) for or in respect of (i) any
notes, bonds, debenture stock, loan stock or other securities or (ii) any borrowed money.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and, with respect to any Security, by the terms and provisions of such
Security established pursuant to Section 301 (as such terms and provisions may be amended pursuant to the applicable provisions
hereof), provided, however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture”
shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of those particular series of Securities for which such Person is Trustee established pursuant
to Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities for
which such Person is not Trustee, regardless of when such terms or provisions were adopted.


 


“Indexed
Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may
be more or less than the principal face amount thereof at original issuance.


 


“Intercompany
Debt” means, as of any date, Debt to which the only parties are the Issuer and any of its Subsidiaries, but only so long
as that Debt is held solely by any of the Issuer and any of its Subsidiaries as of that date and, provided that, in the case of
Debt owed by the Issuer to any Subsidiary, the Debt is subordinated in right of payment to the holders of the Securities.


 


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


 


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


 


“Interest
Expense” means, for any period, the Issuer’s interest expense for such period, with other adjustments as are necessary
to exclude: (i) the effect of items classified as extraordinary items in accordance with 


 






    5


     


    

 


GAAP; (ii) amortization of debt issuance
costs; (iii) prepayment penalties; and (iv) non-cash swap ineffectiveness charges.


 


“Issuer”
means the Person named as the “Issuer” 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 “Issuer” shall mean such successor Person.


 


“Issuer
Request” and “Issuer Order” mean, respectively, a written request or order, as the case may be, signed
in the name of the Issuer, by an Officer of the Issuer and delivered to the Trustee.


 


“Judgment
Currency” has the meaning specified in Section 116.


 


“Make-Whole
Amount” means, if specified to be applicable to any series of Securities by or pursuant to this Indenture or any indenture
supplemental hereto, or by or in such series of Securities in connection with the issuance of such series of Securities, or with respect
to any optional redemption or accelerated payment of such series of Securities: the aggregate present value as of the date of redemption
or payment of each dollar of principal being redeemed or paid and the amount of interest, calculated by the Issuer, excluding interest
accrued to the date of redemption or payment, that would have been payable in respect of each dollar if the redemption or payment had
been made on the applicable par call date specified with respect to such series of Securities (determined by discounting, on a semi-annual
basis, the principal and interest at the Reinvestment Rate, determined on the third Business Day preceding the date notice of redemption
is given or declaration of acceleration is made, from the respective dates on which the principal and interest would have been payable
if the redemption or payment had been made on the applicable par call date), in excess of the aggregate principal amount of the Securities
being redeemed or paid. The par call date, if any, shall be the date, specified by or pursuant to this Indenture or any indenture supplemental
hereto, or by or in such series of Securities in connection with the issuance of such series of Securities, on or after which the Redemption
Price of such series of Securities shall not include a Make-Whole Amount.


 


“Maturity,”
with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable
as provided in or pursuant to this Indenture or such Security, whether at the Stated Maturity, upon acceleration, upon redemption at the
option of the Issuer, upon repurchase or repayment at the option of the Holder or otherwise, and includes a Redemption Date for such Security
and a date fixed for the repurchase or repayment of such Security at the option of the Holder.


 


“New
York Banking Day” has the meaning specified in Section 116.


 


“Office,”
with respect to any Securities, means an office of the Issuer maintained or designated in a Place of Payment for such Securities pursuant
to Section 1002 or any other office of the Issuer maintained or designated for such Securities pursuant to Section 1002
or, to the extent designated or required by Section 1002 in lieu of such office, the Corporate Trust Office of the Trustee.


 


“Officer”
means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, an Assistant
Treasurer, the Secretary, an Assistant Secretary or a Vice President of the Issuer.


 


“Officer’s
Certificate” means a certificate signed by an Officer of the Issuer that, if applicable, complies with the requirements
of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Issuer or other counsel
who shall be reasonably acceptable to the Trustee. Opinions of Counsel required to be delivered under this Indenture may have qualifications
customary for opinions of the type required.


 


“Original
Issue Discount Security” means a Security, other than an Indexed Security, issued pursuant to this Indenture which provides
for an amount less than the principal amount thereof to be due and payable upon acceleration pursuant to Section 502.


 






    6


     


    

 


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


 


(a)            any
such Security theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(b)            any
such Security for whose payment at the Maturity thereof money in the necessary amount (or, to the extent that such Security is payable
at such Maturity in shares of Common Equity or other securities or property, Common Equity or such other securities or property in the
necessary amount, together with, if applicable, cash in lieu of fractional shares or securities) has been theretofore deposited pursuant
hereto (other than pursuant to Section 402) with the Trustee or any Paying Agent (other than the Issuer or any Affiliate of
the Issuer) in trust or set aside and segregated in trust by the Issuer or any Affiliate of the Issuer (if it shall act as Paying Agent)
for the Holders of such Securities, provided that, if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(c)            any
such Security with respect to which the Issuer has effected defeasance or Covenant Defeasance pursuant to Section 402, except
to the extent provided in Section 402;


 


(d)            any
such Security which has been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, unless there shall have been presented to the Trustee proof satisfactory to it
that such Security is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Issuer; and


 


(e)            any
such Security converted or exchanged as contemplated by this Indenture into Common Equity or other securities or property, if the terms
of such Security provide for such conversion or exchange pursuant to Section 301; provided, however, that in
determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes,
(i) the principal amount of an Original Issue Discount Security that may be counted in making such determination and that shall be
deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original
Issue Discount Security would be due and payable upon acceleration thereof pursuant to Section 502 at the time of such determination,
and (ii) the principal amount of any Indexed Security that may be counted in making such determination and that shall be deemed Outstanding
for such purpose shall be equal to the principal amount of such Indexed Security at original issuance, unless otherwise provided in or
pursuant to this Indenture, and (iii) the principal amount of a Security denominated in a Foreign Currency that may be counted in
making such determination and that shall be deemed Outstanding for such purposes shall be the Dollar equivalent, determined on the date
of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent
on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security, and (iv) Securities
owned by the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination
or relying upon any such request, demand, authorization, direction, notice, consent or waiver, the Trustee shall be entitled to conclusively
rely on any such request, demand, authorization, direction, notice, consent or waiver, but only to the extent the Responsible Officer
of the Trustee making such determination has not been provided with written notice that such Securities are not so owned. Securities so
owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes in writing to the satisfaction
of the Trustee (A) the pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the Issuer
or any other obligor upon the Securities or an Affiliate of the Issuer or such other obligor.


 


“Paying
Agent” means any Person authorized by the Issuer to pay the principal of, or any premium or interest on, or any Additional
Amounts with respect to, any Security on behalf of the Issuer.


 


“Person”
and “person” mean any individual, Corporation, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof.


 






    7


     


    

 


“Place
of Payment,” with respect to any Security, means the place or places where the principal of, or any premium or interest
on, or any Additional Amounts with respect to such Security are payable as provided in or pursuant to this Indenture or such Security.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same indebtedness
as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security.


 


“Property”
means a parcel (or group of related parcels) of real property.


 


“Property
EBITDA” means, for any period, the Issuer’s EBITDA for such period adjusted to add back the impact of corporate
level general and administrative expenses.


 


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


 


“Redemption
Price,” with respect to any Security or portion thereof to be redeemed, means the price at which it is to be redeemed
as determined by or pursuant to this Indenture or such Security.


 


“Registered
Security” means any Security established pursuant to Section 201 which is registered in the Security Register.


 


“Regular
Record Date” for the interest payable on any Registered Security on any Interest Payment Date therefor means the date,
if any, specified in or pursuant to this Indenture or such Security as the regular record date for the payment of such interest.


 


“Reinvestment
Rate” means the yield on treasury securities at a constant maturity corresponding to the remaining life to maturity (rounded
up to the nearest month) of the principal of the Securities of the applicable series being redeemed as of the date of redemption (which
maturity shall be deemed to be the applicable Par Call Date) (the “Treasury Yield”), plus a percentage to be specified
in the applicable prospectus supplement. For purposes of calculating the Reinvestment Rate, the Treasury Yield will be equal to the arithmetic
mean of the yields published in the Statistical Release under the heading “Week Ending” for “U.S. Government Securities—Treasury
Constant Maturities” with a maturity equal to the deemed remaining life to maturity of the Securities being redeemed. However, if
no published maturity exactly corresponds to such remaining life, then the Treasury Yield will be interpolated or extrapolated on a straight-line
basis from the arithmetic means of the yields for the next shortest and next longest published maturities. For purposes of calculating
the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount will
be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury Yield in
the above manner, then the Treasury Yield will be determined in the manner that most closely approximates the above manner, as the Issuer
reasonably determines.


 


“Reporting
Date” means the date ending the most recently ended fiscal quarter of the Issuer for which the Issuer’s consolidated
financial statements are publicly available, it being understood that at any time when the Issuer is not subject to the informational
requirements of the Exchange Act, the term “Reporting Date” shall be deemed to refer to the date ending the fiscal quarter
covered by the Issuer’s most recent quarterly financial statements delivered to the Trustee or, in the case of the last fiscal quarter
of the year, the Issuer’s annual financial statements delivered to the Trustee.


 


“Required
Currency” has the meaning specified in Section 116.


 


“Responsible
Officer” means any officer of the Trustee in its corporate trust department who is responsible for the administration
of this Indenture and also means, with respect to a particular corporate trust matter, any other officer or employee of the Trustee to
whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.


 






    8


     


    

 


“Secured
Debt” means Debt secured by any mortgage, lien, pledge, encumbrance or security interest of any kind upon any of the
Issuer’s Property or other assets or the Property or other assets of any Subsidiary.


 


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


 


“Security”
or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness,
as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than
one Person acting as Trustee under this Indenture, “Securities,” with respect to any such Person, shall mean Securities authenticated
and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.


 


“Security
Interest” means any mortgage, pledge, lien, hypothecation, security interest or other charge.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 305.


 


“Significant
Subsidiary” means any Subsidiary or group of Subsidiaries that meets either of the following conditions: (1) the
Issuer and its other Subsidiaries’ investments in and advances to the Subsidiary exceed 10% of the Issuer’s and its Subsidiaries’
total assets consolidated (determined in accordance with GAAP) as of the end of the most recent fiscal quarter for which an annual or
quarterly report has been furnished to Holders or filed with the Commission; or (2) the Issuer’s and its other Subsidiaries’
proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds 10% of the Issuer’s and its
Subsidiaries’ total assets consolidated (determined in accordance with GAAP) as of the end of the most recent fiscal quarter for
which an annual or quarterly report has been furnished to Holders or filed with the Commission.


 


“Special
Record Date” for the payment of any Defaulted Interest on any Registered Security means a date fixed therefor by the
Trustee pursuant to Section 307.


 


“Stated
Maturity,” with respect to any Security or any installment of principal thereof or interest thereon or any Additional
Amounts with respect thereto, means the date established by or pursuant to this Indenture or such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is, or such Additional Amounts are, due and payable.


 


“Statistical
Release” means the statistical release designated “H.15” or any successor publication that is published weekly
by the Federal Reserve System (or companion online data resource published by the Federal Reserve System) and that reports yields on actively
traded United States government securities adjusted to constant maturities, or, if that statistical release is not published at the time
of any required determination under the Indenture, then another reasonably comparable index which the Issuer shall designate.


 


“Subsidiary”
means, with respect to the Issuer or any other Person, any Person (excluding an individual), a majority of the outstanding voting stock,
partnership interests, membership interests or other equity interests, as the case may be, of which is owned or controlled, directly or
indirectly, by the Issuer or by one or more other Subsidiaries of the Issuer. For the purposes of this definition, “voting stock”
means stock having voting power for the election of directors, trustees or managers, as the case may be, whether at all times or only
so long as no senior class of stock or equity interest has such voting power by reason of any contingency. Unless the context otherwise
requires, “Subsidiary” refers to a Subsidiary of the Issuer.


 


“Total
Assets” means, as of any date, the sum (without duplication) of: (a) the Capitalized Property Value of the Issuer
and its Subsidiaries, excluding Capitalized Property Value attributable to Properties acquired or disposed of by the Issuer or any Subsidiary
during the four consecutive quarters ending on such date and Development Properties; (b) all cash and cash equivalents (excluding
tenant deposits and other cash and cash equivalents the disposition of which is restricted) of the Issuer and its Subsidiaries at such
time; (c) the current undepreciated book value of Development Properties and all land held for development; (d) the purchase
price paid by the Issuer or any Subsidiary for any Acquisition Property; and (e) all other assets of the Issuer and its Subsidiaries.
The Issuer shall have the option to include Capitalized Property Value under clause (a) above from


 









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any such Properties that are otherwise
subject to valuation under clause (c) or (d) above; provided, however, that if such election is made, any value
attributable to such Properties under clause (c) or (d) above shall be excluded from the determination of the amount under clause
(c) or (d). The value of any assets under clauses (b), (c), (d) and (e) above (excluding any assets classified as intangible
under GAAP) shall be determined in accordance with GAAP.


 


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


 


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


 


“Unencumbered
Assets” means, as of any date, Total Assets as of such date less Encumbered Asset Value as of such date.


 


“Unsecured
Debt” means Debt that is not secured by any mortgage, lien, pledge, encumbrance or security interest of any kind upon
any of the Issuer’s Property or other assets or the Property or other assets of any Subsidiary.


 


“United
States,” means the United States of America (including the states thereof and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and the term “United States of America” means the United
States of America.


 


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


 


“Voting
Stock” means, with respect to any Person, any class or series of capital stock of, or other equity interests in, such
Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of, or to appoint or to
approve the appointment of, the directors, trustees or managing members of, or other persons holding similar positions with, such Person.


 


Section 102.          Compliance
Certificates and Opinions.


 


Except as otherwise expressly provided in or pursuant
to this Indenture, upon any application or request by the Issuer or any Guarantor, as applicable, to the Trustee to take any action under
any provision of this Indenture, the Issuer or such Guarantor, as the case may be, 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.
Each certificate or opinion with respect to compliance with a condition precedent or covenant provided for in this Indenture (other than
certificates delivered pursuant to Section 1007) must include:


 


(1)            a
statement that each person signing the certificate or opinion has read the covenant or condition precedent and the related definitions;


 


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


 


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


 






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(4)            a
statement as to whether or not, in the opinion of each such person, such condition precedent or covenant has been complied with.


 


Section 103.          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
Issuer or any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows,
or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which such officer’s
certificate or opinion is based is erroneous. Any such 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 Issuer or any Guarantor, a governmental official or
officers or any other Person or Persons, stating that the information with respect to such factual matters is in the possession of the
Issuer or any Guarantor, as applicable, unless counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care
should know, that the certificate, 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 or
any Security, they may, but need not, be consolidated and form one instrument.


 


Section 104.          Acts
of Holders; Record Dates.


 


(1)            Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to 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 the record of any action taken by Holders at a meeting pursuant to Article Fifteen.
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 Issuer or any Guarantor, as applicable. 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 or 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 Security, shall be sufficient for any purpose of this Indenture
and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee, the Issuer or any Guarantor,
as applicable, and any agent of the Trustee, the Issuer or any Guarantor, as applicable, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506.


 


Without limiting the generality of this Section 104,
unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depository that is a Holder of a global Security, may
make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver or other Act provided in or pursuant to this Indenture or the Securities to be made, given or taken by Holders, and a Depository
that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security
through such Depository’s standing instructions and customary practices.


 


(2)            The
fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any instance require
further proof with respect to any of the matters referred to in this Section.


 






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(3)            The
ownership, principal amount and serial numbers of Registered Securities held by any Person, and the date of the commencement and the
date of the termination of holding the same, shall be proved by the Security Register.


 


(4)            If
the Issuer or any Guarantor shall solicit from the Holders of any Registered Securities any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Issuer may at its option (but is not obligated to), by Board Resolution, fix in advance a record
date for the determination of Holders of Registered Securities entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act. 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 Registered Securities of record at the close of business
on such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding
Securities have authorized, agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders of Registered Securities shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six (6) months after the record date.


 


(5)            Any
request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof in respect of anything done or suffered to be done by the Trustee, any Security Registrar, any Paying Agent, the Issuer
or any Guarantor in reliance thereon, whether or not notation of such Act is made upon such Security.


 


Section 105.          Notices, etc.
to Trustee and Issuer.


 


Any request, demand, authorization, direction,
notice, consent, waiver or act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with:


 


(1)            the
Trustee by any Holder or by the Issuer or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing (which may be by facsimile) to or with the Trustee at its Corporate Trust Office at the location specified in Section 101;
or


 


(2)            the
Issuer by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Issuer addressed to the attention of the Secretary of the Issuer at the address
of the Issuer’s principal office specified in writing to the Trustee by the Issuer and, until further notice, at:


 


AvalonBay Communities, Inc.


671 N. Glebe Road, Suite 800


Arlington, VA 22203


 


In addition to the foregoing, the Trustee agrees
to accept and act upon notices, instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission
or other similar unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile notices, instructions or directions
(or notices, instructions or directions by a similar electronic method) and the Trustee acts upon such notices, instructions or directions,
the Trustee’s understanding of such notices, instructions or directions shall be deemed controlling. The Trustee shall not be liable
for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such notices,
instructions or directions. The party providing electronic notices, instructions or directions agrees to assume all risks arising out
of the use of such electronic methods to submit notices, instructions and directions to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized notices, instructions or directions, and the risk of interception and misuse by third parties.


 






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Section 106.          Notice
to Holders of Securities; Waiver.


 


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


 


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


 


Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities 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 107.          Language
of Notices.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other action required or permitted under this Indenture shall be in the English language.


 


Section 108.          Conflict
with Trust Indenture Act.


 


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


 


Section 109.          Effect
of Headings and Table of Contents.


 


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


 


Section 110.          Successors
and Assigns.


 


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


 


Section 111.          Separability
Clause.


 


In case any provision in this Indenture or any
Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not,
to the fullest extent permitted by law, in any way be affected or impaired thereby.


 


Section 112.          Benefits
of Indenture.


 


Nothing in this Indenture or any Security, express
or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent
and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this
Indenture.


 






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Section 113.          Governing
Law; Waiver of Jury Trial.


 


This Indenture, the Securities and any Guarantees
shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles
of such State other than New York General Obligations Law Section 5-1401. EACH OF THE TRUST, ANY GUARANTOR AND THE TRUSTEE AND EACH
HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE, THE SECURITIES, ANY GUARANTEES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


Section 114.          Legal
Holidays.


 


Unless otherwise specified in or pursuant to this
Indenture or any Securities, in any case where any Interest Payment Date, Stated Maturity or Maturity of, or any other day on which a
payment is due with respect to, any Security shall be a day which is not a Business Day, then payment need not be made on such day, but
such payment may be made on the next succeeding day that is a relevant Business Day with the same force and effect as if made on the
Interest Payment Date, at the Stated Maturity or Maturity or on any such other payment date, as the case may be, and no interest shall
accrue or be payable on the payment so deferred on such succeeding Business Day for the period from and after such Interest Payment Date,
Stated Maturity, Maturity or other payment date, as the case may be, to such succeeding Business Day.


 


Section 115.          Counterparts.


 


This Indenture may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same instrument. The exchange of copies of this
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture
as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section 116.          Judgment
Currency.


 


Each of the Issuer and any Guarantor agrees, to
the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, or Additional Amounts on
the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the date on which
a final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall
not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause
(a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall
not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York
Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions
in The City of New York are authorized or obligated by law, regulation or executive order to be closed. The provisions of this Section 116
shall not be applicable with respect to any payment due on a Security which is payable in Dollars.


 


Section 117.          Extension
of Payment Dates.


 


In the event that (i) the terms of any Security
established in or pursuant to this Indenture permit the Issuer or any Holder thereof to extend the date on which any payment of principal
of, or premium, if any, or interest, if any, on, or Additional Amounts, if any, with respect to such Security is due and payable and
(ii) the due date for any 


 






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such payment shall have been so extended, then all references herein to the Stated Maturity of such payment
(and all references of like import) shall be deemed to refer to the date as so extended.


 


Section 118.          Immunity
of General Partners, Limited Partners, Shareholders, Directors, Officers, Employees, Incorporators and Agents of the Issuer and
Guarantors.


 


No recourse under or upon any obligation, covenant
or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against
any past, present or future general partner, limited partner, member, employee, incorporator, controlling person, shareholder, officer,
trustee, director, agent or legal counsel, as such, of the Issuer, any Guarantor or of any of the Issuer’s or any Guarantor’s
predecessors or successors, either directly or through the Issuer or any Guarantor or any predecessor or successor of the Issuer or any
Guarantor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the
Holders and as part of the consideration for the issuance of the Securities.


 


Section 119.          USA
Patriot Act.


 


The parties hereto acknowledge that, in accordance
with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding
of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity
that establishes a relationship or opens an account with the Trustee. Each of the Issuer and any Guarantor agrees that it will provide
the Trustee with such information as it may reasonably request in order for the Trustee to seek to satisfy the requirements of the U.S.A.
Patriot Act, including documentation to verify its formation and existence as a legal entity, financial statements, licenses, and identification
and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.


 


Section 120.          Force
Majeure.


 


In no event shall the Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or
computer (software and hardware) services.


 


Section 121.          FATCA.


 


In order to comply with applicable tax laws, rules and
regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time
(as used solely in this Section 121, “Applicable Law”) that a foreign financial institution, or issuer,
trustee, paying agent, holder or other institution is or has agreed to be subject to related to this Indenture, the Issuer agrees (i) to
use commercially reasonable efforts to provide to the Trustee sufficient information about Holders in the Issuer’s possession or
available to it or other applicable counterparties to the Issuer and/or transactions between the Issuer and such counter parties (including
any modification to the terms of such transactions) that is reasonably requested by the Trustee so the Trustee can determine whether
it has tax related obligations under Applicable Law, (ii) upon written notice to the Issuer, that the Trustee shall be entitled
to make any withholding or deduction from payments under this Indenture to the extent necessary to comply with Applicable Law for which
the Trustee shall not have any liability if properly withheld in accordance with Applicable Law, and (iii) to hold harmless the
Trustee for any losses it may suffer due to the actions it takes to comply with such Applicable Law, in case of each of clauses (ii) and
(iii), other than any liability or losses as may be attributable to the Trustee’s willful misconduct or negligence. The
terms of this paragraph shall survive the satisfaction and discharge of this Indenture.


 






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Article Two.


 


SECURITIES FORMS


 


Section 201.          Forms
Generally.


 


Each Registered Security and temporary or permanent
global Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution and set forth
in an Officer’s Certificate, or established in one or more indentures supplemental hereto, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental
hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently
herewith, be determined by the officer of the Issuer executing such Security as evidenced by the execution of such Security.


 


Definitive Securities shall be printed, lithographed
or engraved or produced by any combination of these methods or in any other manner, all as determined by the officer of the Issuer executing
such Securities, as evidenced by the execution of such Securities.


 


Section 202.          Form of
Trustee’s Certificate of Authentication.


 


Subject to Section 611, the Trustee’s
certificate of authentication shall be in substantially the following form:


 


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


 





 


	 	The Bank of New York Mellon, as Trustee
	 	 	 
		By:	
 
	 	 	Authorized Signatory
	 	 	 
	 	Dated:	 



 





Section 203.          Securities
in Global Form.


 


Unless otherwise provided in or pursuant to this
Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be issuable in temporary
or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate
amount of all Outstanding Securities of such series (or such lesser principal amount as is permitted by the terms thereof) from time
to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount
of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of
any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified
therein or pursuant to Section 301 with respect to such Security or in the Issuer Order to be delivered pursuant to Section 303
or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304,
the Trustee shall deliver and redeliver any Security in global form in the manner and upon written instructions given by the Person or
Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Issuer Order. If
an Issuer Order pursuant to Section 303 (with respect to Outstanding Securities) or 304 has been, or simultaneously
is, delivered, any instructions by the Issuer with respect to a Security in global form 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. Notwithstanding the foregoing
provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305,
then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver
and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any
decrease


 






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in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305.


 


Notwithstanding the provisions of Section 307,
payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent
global form shall be made to the Person in whose name such Security is registered.


 


Notwithstanding anything to the contrary, the Issuer,
any Guarantor, the Trustee and any agent of the Issuer, any Guarantor or the Trustee shall treat as the Holder of the principal amount
of Outstanding Securities represented by a global Security, in the case of a global Security in registered form, the Holder of such global
Security in registered form.


 


Article Three.


 


THE SECURITIES


 


Section 301.          Amount
Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series.


 


With respect to any Securities to be authenticated
and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officer’s
Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of any Securities of a series,


 


(1)            the
title of the Securities of such series (which shall distinguish the Securities of the series from Securities of any other series) and
whether the Securities of such series are to be senior or subordinated;


 


(2)            any
limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of such series pursuant to Section 304, 305, 306, 905 or 1107, upon repayment in part of any
Security of such series pursuant to Article Thirteen or upon surrender in part of any Security for conversion or exchange
into Common Equity or other securities or property pursuant to its terms); provided, however, that the authorized aggregate
principal amount of such series may from time to time be increased above such amount by a Board Resolution to such effect;


 


(3)            if
such Securities are to be issuable as Registered Securities, as bearer securities or alternatively as bearer securities and Registered
Securities, and whether the bearer securities are to be issuable with coupons, without coupons or both, and any restrictions applicable
to the offer, sale or delivery of the bearer securities and the terms, if any, upon which bearer securities may be exchanged for Registered
Securities and vice versa and, with respect to bearer securities, any other provisions related to bearer securities not otherwise provided
for herein;


 


(4)            if
any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether
such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any
such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination,
and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305, (iii) the
name of the Depository with respect to any such global Security, and (iv) if applicable and in addition to the Persons specified
in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give
the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;


 






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(5)            the
date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal and premium,
if any, of any Securities of the series is payable or the method used to determine or extend those dates;


 


(6)            the
rate or rates at which such Securities shall bear interest, if any, or the method or methods, if any, by which such rate or rates are
to be determined, the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which such date
or dates are to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date,
if any, for the interest payable on Registered Securities on any Interest Payment Date, the notice, if any, to Holders regarding the determination
of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if
other than that of a 360-day year of twelve 30-day months;


 


(7)            if
in addition to or other than the Corporate Trust Office, the place or places where the principal of, any premium and interest on or any
Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered
for registration of transfer or exchange, any of such Securities may be surrendered for conversion or exchange or at maturity or otherwise,
and notices or demands to or upon the Issuer in respect of such Securities and this Indenture may be made and the manner in which any
payment may be made;


 


(8)            whether
any of such Securities are to be redeemable at the option of the Issuer and, if so, the date or dates on which, the period or periods
within which, the price or prices at which, the currency or currency units in which, and the other terms and conditions upon which such
Securities may be redeemed, in whole or in part, at the option of the Issuer, and, if other than by a Board Resolution, the manner in
which any election by the Issuer to redeem the Securities shall be evidenced;


 


(9)            if
the Issuer is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provisions or at the option
of any Holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which, the currency
or currency units in which, and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or
in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;


 


(10)            the
denominations in which any of such Securities that are Registered Securities shall be issuable if other than minimum denominations of
$2,000 and any integral multiple of $1,000 in excess thereof;


 


(11)            whether
such Securities will be convertible into and/or exchangeable for Common Equity or other securities or property of the Issuer or of any
other Person, and if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, and any deletions
from or modifications or additions or changes to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable
Securities or the administration thereof;


 


(12)            if
other than the entire principal amount thereof, the portion of the principal amount of any of such Securities that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion is to be determined;


 


(13)            if
other than Dollars, the Foreign Currency in which purchases of such Securities must be made and the Foreign Currency in which payment
of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable and
the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of “Outstanding”
in Section 101;


 


(14)            if
the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the
election of the Issuer or a Holder thereof or otherwise, in a Currency other than that in which such Securities are stated to be payable,
the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made,
and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the
Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or





 






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 modifications of or additions to the terms of this Indenture to
provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Issuer or a Holder thereof or
otherwise, in a Foreign Currency;


 


(15)            if
the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined
with reference to an index, formula or other method or methods (which index, formula or method or methods may be based, without limitation,
on one or more Currencies, commodities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner
in which such amounts shall be determined and paid or payable;


 


(16)            any
deletions from, modifications of or additions to the Events of Default or covenants of the Issuer or any Guarantor with respect to any
of such Securities or any Guarantee (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants
set forth herein), any additional covenants subject to waiver by the Act of Holders pursuant to Section 1006, and any change
in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant
to Section 502;


 


(17)            if
any one or more of the provisions of Section 401 relating to satisfaction and discharge, Section 402(2) relating
to defeasance or Section 402(3) relating to Covenant Defeasance shall not be applicable to such Securities, and any covenants
in addition to or other than those specified in Section 402(3) relating to such Securities which shall be subject to
Covenant Defeasance, and, if such Securities are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen,
if the Issuer’s obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401
or to defeasance or Covenant Defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to
convert or exchange such Securities into Common Equity or other securities or property, if the right to effect such conversion or exchange
will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or Covenant Defeasance pursuant to
Section 402, and any deletions from, or modifications or additions to, the provisions of Article Four (including
any modification which would permit satisfaction and discharge, defeasance or Covenant Defeasance to be effected with respect to less
than all of the outstanding Securities of such series) in respect of such Securities;


 


(18)            if
any of such Securities are to be issuable upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated
and delivered;


 


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


 


(20)            the
circumstances under which the Issuer or any Guarantor will pay Additional Amounts on such Securities in respect of any tax, assessment
or other government charge and whether the Issuer will have the option to redeem such Securities rather than pay such Additional Amounts;


 


(21)            if
there is more than one Trustee, the identity of the Trustee that has any obligations, duties and remedies with respect to such Securities
and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities;


 


(22)            the
Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name such Registered
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
and the extent to which, or the manner in which, any interest payable on a temporary global Security will be paid if other than in the
manner provided in this Indenture;


 


(23)            whether
the Securities of the series will be guaranteed by a Guarantor and, if so, the identity of such Guarantor, the extent to which, and the
terms and conditions upon which such Securities shall be 


 






    19


     


    

 


guaranteed and, if applicable, the terms and conditions upon which such Guarantees
may be subordinated to other indebtedness of the respective Guarantors;


 


(24)            whether
the Securities of the series will be secured and, if so, specification of the collateral and the extent to which, and the terms and conditions
upon which, such Securities shall be secured;


 


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


 


(26)            whether
the Securities will not be issued in a transaction registered under the Securities Act and any restriction or condition on the transferability
of the Securities of such series;


 


(27)            the
exchanges, if any, on which such Securities may be listed;


 


(28)            the
price or prices at which the Securities will be sold; and


 


(29)            any
other terms of such Securities and any deletions from or modifications or additions to this Indenture in respect of such Securities (which
terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901).


 


All Securities of any one series shall be substantially
identical, except as may be provided by the Issuer in or pursuant to the Board Resolution and set forth in the Officer’s Certificate
or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The terms of the Securities of any series
may provide, without limitation, that the Securities shall be authenticated and delivered by the Trustee on original issue from time to
time upon written order of persons designated in the Board Resolutions of the Issuer or any Guarantor (with respect to its Guarantee),
Officer’s Certificate or supplemental indenture, as the case may be, pertaining to such series of Securities and that such persons
are authorized to determine, consistent with such Board Resolutions, Officer’s Certificate or supplemental indenture, such terms
and conditions of the Securities of such series as are specified in such Board Resolutions, Officer’s Certificate or supplemental
indenture.


 


All Securities of any one series need not be issued
at the same time and, unless otherwise provided by the Issuer as contemplated by this Section 301, a series may be reopened
from time to time without notice to or the consent of any Holders for issuances of additional Securities of such series or to establish
additional terms of such series of Securities.


 


If any of the terms of the Securities of any series
shall be established by action taken by or pursuant to Board Resolutions of the Issuer, such Board Resolution(s) shall be delivered
to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of such series.


 


Section 302.          Currency;
Denominations.


 


Unless otherwise provided in or pursuant to this
Indenture, the principal of, any premium and interest on and any Additional Amounts with respect to the Securities shall be payable in
Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in
registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Securities
not denominated in Dollars shall be issuable in such denominations as are established with respect to such Securities in or pursuant
to this Indenture.


 






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Section 303.     Execution,
Authentication, Delivery and Dating.


 


Securities and any Guarantee to be endorsed thereon
shall be executed on behalf of the Issuer or the related Guarantor, as applicable, by the Chairman of the Board, Chief Executive Officer,
President, Chief Financial Officer, or one of the Vice Presidents of the Issuer, or such Guarantor, and may (but need not) have the Issuer’s
or the Guarantor’s, as applicable, corporate seal or a facsimile thereof reproduced thereon. The signature of any of these officers
on the Securities may be manual or facsimile.


 


Securities and any related Guarantees bearing
the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer or any Guarantor, as applicable,
shall, to the fullest extent permitted by law, bind the Issuer or such Guarantor, as applicable, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which
any such Guarantee is endorsed or did not hold such offices at the date of such Securities or any such related Guarantee.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer to the Trustee for authentication and, provided
that the Board Resolutions and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities
referred to in Section 301 and an Issuer Order for the authentication and delivery of such Securities have been delivered
to the Trustee, the Trustee in accordance with the Issuer Order and subject to the provisions hereof and of such Securities shall authenticate
and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in conclusively relying upon,


 


(1)            an
Opinion of Counsel to the following effect:


 


(a)            the
form or forms and terms of such Securities have been established in conformity with Sections 201 and 301 of this Indenture;


 


(b)            all
conditions precedent set forth in this Indenture to the authentication and delivery of such Securities have been complied with; and


 


(c)            and
that such Securities, when completed by appropriate insertions (if applicable), executed by a duly authorized officer of the Issuer,
delivered by a duly authorized officer of the Issuer to the Trustee for authentication pursuant to this Indenture, and authenticated
and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, and that
any Guarantee, when executed by a duly authorized signatory of the Guarantor and issued by such Guarantor in the manner and subject to
any conditions specified in such Opinion of Counsel and when the Securities upon which such Guarantees have been endorsed have been completed,
executed and delivered by a duly authorized officer of the Issuer and authenticated and delivered by the Trustee, will constitute valid
and binding obligations of the Guarantor, except, in each case, as enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as shall
be reasonably acceptable to the Trustee; provided, that such Opinion of Counsel need express no opinion as to whether a court
in the United States would render a money judgment in a currency other than that of the United States; and


 


(2)            an
Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities
have been complied with and that, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect
to any of the Securities shall have occurred and be continuing.


 






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The Trustee shall not be required to authenticate
or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or will otherwise be in a manner which is
not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be
taken.


 


Each Registered Security shall be dated the date
of its authentication. Except to the extent specified in a supplemental indenture, or in established in or pursuant to one or more Board
Resolutions and set forth in an Officer’s Certificate, the Securities of each series shall be substantially in the form of Exhibit A
attached hereto if issued with a fixed rate of interest or Exhibit B attached hereto if issued with a floating rate of interest
determined with respect to the London Inter-Bank Offered Rate (“LIBOR”) or any similar successor rate.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially
in the form provided for in Section 202 or 611 executed by or on behalf of the Trustee or by the Authenticating Agent
by the manual signature of one of its authorized signatories. Such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered hereunder.


 


Section 304.     Temporary
Securities.


 


Pending the preparation of definitive Securities,
the Issuer may execute and deliver to the Trustee and, upon Issuer Order, the Trustee or Authenticating Agent shall authenticate and
deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the
officers of the Issuer executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such
temporary Securities may be in global form.


 


Except in the case of temporary Securities in
global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant
to Section 301, if temporary Securities are issued, the Issuer shall cause definitive Securities or global Securities to
be prepared without unreasonable delay. Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive
Securities or global Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities,
such temporary Securities shall be exchangeable for such definitive Securities or global Securities upon surrender of such temporary
Securities at an Office or Agency for such Securities, without charge to any Holder thereof. Except as otherwise provided in or pursuant
to this Indenture, upon surrender for cancellation of any one or more temporary Securities, the Issuer shall execute and, upon Issuer
Order, the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities or global Securities
of authorized denominations of the same series and containing identical terms and provisions. Unless otherwise provided in or pursuant
to this Indenture with respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive Securities of such series.


 


Section 305.     Registration,
Transfer and Exchange.


 


With respect to the Registered Securities of each
series, if any, the Issuer shall cause to be kept a register (each such register being herein sometimes referred to as the “Security
Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the
Issuer shall provide for the registration of the Registered Securities of such series and of transfers and exchanges of the Registered
Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities.
Unless otherwise specified in or pursuant to this Indenture or the Securities, the initial Security Registrar for each series of Securities
shall be as specified in the second to last paragraph of Section 1002. The Issuer shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Issuer and shall have
accepted such appointment. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series
of Securities, it shall have the right to examine the 


 






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Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.


 


Except as otherwise provided in or pursuant to
this Indenture, upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such
series, the Issuer shall execute, and, upon Issuer Order, the Trustee shall authenticate and deliver, one or more new Registered Securities
of the same series denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number
not contemporaneously outstanding and containing identical terms and provisions.


 


Except as otherwise provided in or pursuant to
this Indenture, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of
the same series containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount,
upon surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so surrendered
for exchange, the Issuer shall execute, and, upon Issuer Order, the Trustee shall authenticate and deliver, the Registered Securities
which the Holder making the exchange is entitled to receive.


 


Notwithstanding the foregoing, except as otherwise
provided in or pursuant to this Indenture, the global Securities of any series shall be exchangeable for definitive certificated Securities
of such series only if (i) the Depository for such global Securities notifies the Issuer that it is unwilling or unable or no longer
qualified to continue as a Depository for such global Securities or at any time the Depository for such global Securities ceases to be
a clearing agency registered as such under the Exchange Act, if so required by applicable law or regulation, and no successor Depository
for such Securities shall have been appointed by the Issuer within 90 days of such notification or of the Issuer becoming aware of the
Depository’s ceasing to be so registered, as the case may be, (ii) the Issuer, in its sole discretion and subject to the Depository’s
procedures, determines that the Securities of such series shall no longer be represented by one or more global Securities and executes
and delivers to the Trustee an Issuer Order to the effect that such global Securities shall be so exchangeable or (iii) an Event
of Default has occurred and is continuing with respect to such Securities and the Depository or the Issuer specifically requests such
exchange.


 


If the beneficial owners of interests in a global
Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i),
(ii) or (iii) of the preceding paragraph, then without unnecessary delay, but in any event not later than the
earliest date on which such interests may be so exchanged, the Issuer shall deliver to the Trustee definitive Securities in such form
and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate
principal amount equal to the principal amount of such global Security, executed by the Issuer. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be cancelled by the Trustee in accordance with its customary procedures
as shall be specified in the Issuer Order with respect thereto (which the Issuer agrees to deliver), and in accordance with instructions
given to the Trustee and the Depository as shall be specified in the Issuer Order with respect thereto to the Trustee, as the Issuer’s
agent for such purpose, to be exchanged, in whole or in part, for definitive Securities as described above without charge. The Trustee
shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate
principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global
Security to be exchanged, which shall be in such denominations and, in the case of Registered Securities, registered in such names, as
shall be specified by the Depository, but subject to the satisfaction of any certification or other requirements to the issuance of securities;
provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before
any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date. Promptly following any such
exchange in part, such global Security shall be returned by the Trustee to such Depository (or its custodian) or such other Depository
(or its custodian) referred to above in accordance with the instructions of the Issuer referred to above, and the Trustee shall endorse
such global Security to reflect the decrease in the principal amount thereof resulting from such exchange. If a Registered Security is
issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such
exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency
on the next Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such
Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be
payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such


 






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 Registered Security, but shall
be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect
of such portion of such global Security shall be payable in accordance with the provisions of this Indenture.


 


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


 


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


 


No service charge shall be made for any registration
of transfer or exchange of Securities, or any redemption or repayment of Securities, or any conversion or exchange of Securities for
other types of securities or property, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to
Section 304, 905 or 1107, upon repayment or repurchase in part of any Registered Security pursuant to Article Thirteen,
or upon surrender in part of any Registered Security for conversion or exchange into Common Equity or other securities or property pursuant
to its terms, in each case not involving any transfer.


 


Except as otherwise provided in or pursuant to
this Indenture, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Securities during a period
beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and terms and
of the same series under Section 1103 and ending at the close of business on the day of such selection, or (ii) to register
the transfer of or exchange any Registered Security, or portion thereof, so selected for redemption, except in the case of any Registered
Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange
any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder pursuant to Article Thirteen
and not withdrawn, except the portion, if any, of such Security not to be so repaid.


 


Section 306.     Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered to the
Trustee, subject to the provisions of this Section 306, the Issuer shall execute and, upon Issuer Order, the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal amount
and bearing a number not contemporaneously outstanding.


 


If there be delivered to the Issuer and to the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity
as may be 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 Issuer or the Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and, upon the Issuer’s
written request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Security, a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously
outstanding.


 


Notwithstanding the foregoing provisions of this
Section 306, in case any mutilated, destroyed, lost or stolen Security has become or is about to become due and payable,
the Issuer in its discretion may, instead of issuing a new Security, pay such Security.


 


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


 






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


 


The provisions of this Section 306,
as amended or supplemented pursuant to this Indenture with respect to particular Securities or generally, shall (to the extent lawful)
be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


 


Section 307.     Payment
of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.


 


Unless otherwise provided in or pursuant to this
Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, and are punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor
Securities) is registered as of the close of business on the Regular Record Date for such interest.


 


Unless otherwise provided in or pursuant to this
Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, but shall not be
punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in clause (1) or (2) below:


 


(1)            The
Issuer may elect to make payment of any Defaulted Interest to the Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on such Registered Security and the date of the proposed payment, and at the same time the Issuer 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 on or prior to the date of the proposed payment, such money when so deposited to be held in trust for
the benefit of the Person 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 Issuer of such Special Record Date and, in the name and at the expense of the Issuer shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to the Holder of such Registered Security
(or a Predecessor Security thereof) in the manner set forth in Section 106 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 sent as aforesaid, such
Defaulted Interest shall be paid to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered
at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2); or


 


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


 


Unless otherwise provided in or pursuant to this
Indenture or the Securities of any particular series, at the option of the Issuer, interest on Registered Securities on any Interest
Payment Date may be paid by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security
Register or by transfer to an account maintained by the payee with a bank located in the United States of America.


 






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Subject to the foregoing provisions of this Section 307
and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or
in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


Section 308.     Persons
Deemed Owners.


 


Prior to due presentment of a Registered Security
for registration of transfer or exchange or at maturity or otherwise, the Issuer, any Guarantor, the Trustee and any agent of the Issuer,
any Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the
owner of such Registered Security for the purpose of receiving payment of principal of, any premium and (subject to Sections 305
and 307) interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever,
whether or not any payment with respect to such Registered Security shall be overdue, and none of the Issuer, any Guarantor, the Trustee
or any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary.


 


No owner of any beneficial interest in any global
Security held on its behalf by a Depository shall have any rights under this Indenture or with respect to such global Security, and such
Depository or its nominee may be treated by the Issuer, any Guarantor, the Trustee and any agent of the Issuer, any Guarantor or the
Trustee as the absolute owner and Holder of such global Security for all purposes whatsoever. None of the Issuer, any Guarantor, the
Trustee or any agent of the Issuer, any Guarantor or the Trustee 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.


 


Notwithstanding the foregoing, nothing herein
shall prevent the Issuer, any Guarantor, the Trustee or any agent of the Issuer, any Guarantor or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the applicable Depository, as a Holder, with respect to a global Security
or impair, as between such Depository and the owners of beneficial interests in such global Security, the operation of customary practices
governing the exercise of the rights of such Depository (or its nominee) as the Holder of such global Security.


 


Section 309.     Cancellation.


 


All Securities surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be promptly delivered to the Trustee, and any such Securities, as well as Securities surrendered directly to the Trustee
for any such purpose, shall be cancelled promptly by the Trustee. The Issuer may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all
Securities so delivered shall be cancelled promptly by the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly permitted by or pursuant to this Indenture. All cancelled Securities
held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures.


 


Section 310.     Computation
of Interest.


 


Except as otherwise provided in or pursuant to
this Indenture or in the Securities of any series, interest on the Securities shall be computed on the basis of a 360-day year of twelve
30-day months.


 


Section 311.     CUSIP
Numbers.


 


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


 






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omission of such numbers. The Issuer
will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 


Section 312.     Trustee,
Paying Agent and Security Registrar Not Responsible for Depository.


 


None of the Trustee, any Paying Agent or any Security
Registrar shall have any responsibility or liability for any acts or omissions of any Depository with respect to any global Security,
for the records of any Depository, including records in respect of beneficial ownership interests in respect of any global Security,
for any transactions between such Depository and any participant in such Depository or between or among any such Depository, any such
participant or any holder or owner of a beneficial interest in any global Security or for any transfers of beneficial interests in any
global Security.


 


Article Four.


SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 401.     Satisfaction
and Discharge.


 


Unless, pursuant to Section 301, the
provisions of this Section 401 shall not be applicable with respect to the Securities of any series, upon the direction of
the Issuer by an Issuer Order, this Indenture shall cease to be of further effect with respect to any series of Securities specified
in such Issuer Order and any Guarantee of such Securities (except for provisions that survive pursuant to the terms of the Indenture
or the applicable series of Securities), and the Trustee, on receipt of an Issuer Order, at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when,


 


(1)            either


 


(a)            all
Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 306, and (ii) Securities of such series for
whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer or any Affiliate of the Issuer
and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or


 


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


 


(i)            have
become due and payable, or


 


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


 


(iii)            if
redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements reasonably satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in
the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with and held uninvested by the Trustee
as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, including the principal
of, any premium and interest on, and, to the extent that the Securities of such series provide for the payment of Additional Amounts
thereon and the amount of any such Additional Amounts which are or will be payable with respect to the Securities of such series is at
the time of deposit determinable by the Issuer (in the exercise by the Issuer of its reasonable discretion), any Additional Amounts with
respect to, such Securities, to the date of such deposit (in the case of Securities which have become due and payable) or to the Maturity
thereof, as the case may be;


 






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(2)            the
Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Outstanding Securities of such
series (including amounts payable to the Trustee pursuant to Section 606); and


 


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


 


In the event there are Securities of two or more
series Outstanding hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this
Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee, if in form and content reasonably
acceptable to the Trustee and if the other conditions thereto are met.


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to any series of Securities, the obligations of the Issuer to the Trustee under Section 606
and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 401,
the obligations of the Issuer and the Trustee with respect to the Securities of such series under Sections 305, 306, 403,
404, 1002, 1003 and, if applicable to the Securities of such series, Section 1004 (including, without
limitation, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 1004,
but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of
such Additional Amounts pursuant to Section 401(1)(b)), the obligations of any Guarantor under any Guarantee in respect of
Additional Amounts, any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 301
with respect to the Securities of such series) to require the Issuer to repurchase or repay, and the obligations of the Issuer to
repurchase or repay, such Securities at the option of the Holders pursuant to Article Thirteen hereof, and any rights of
Holders of the Securities of such series (unless otherwise provided pursuant to Section 301 with respect to the Securities
of such series) to convert or exchange, and the obligations of the Issuer to convert or exchange, such Securities into Common Equity
or other securities or property, shall survive such satisfaction and discharge.


 


Section 402.     Defeasance
and Covenant Defeasance.


 


(1)            Unless,
pursuant to Section 301, either or both of (i) defeasance of the Securities of or within a series under clause (2) of
this Section 402 or (ii) Covenant Defeasance of the Securities of or within a series under clause (3) of
this Section 402 shall not be applicable with respect to the Securities of such series, then such provisions, together with
the other provisions of this Section 402 (with such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities, and the Issuer may at its option by Board Resolution, at
any time, with respect to the Securities of or within such series, elect to have Section 402(2) or Section 402(3) be
applied to such Outstanding Securities and any Guarantees of such Outstanding Securities upon compliance with the conditions set forth
below in this Section 402. Unless otherwise specified pursuant to Section 301 with respect to the Securities
of any series, defeasance under clause (2) of this Section 402 and Covenant Defeasance under clause (3) of
this Section 402 may be effected only with respect to all, and not less than all, of the Outstanding Securities of any series.
To the extent that the terms of any Security established in or pursuant to this Indenture permit the Issuer or any Holder thereof to
extend the date on which any payment of principal of, or premium, if any, or interest, if any, on, or Additional Amounts, if any, with
respect to such Security is due and payable, then unless otherwise provided pursuant to Section 301, the right to extend
such date shall terminate upon defeasance or Covenant Defeasance, as the case may be.


 


(2)            Upon
the Issuer’s exercise of the above option applicable to this Section 402(2) with respect to any Securities of
or within a series, the Issuer and any Guarantor, as applicable, shall be deemed to have been discharged from their respective obligations
with respect to such Outstanding Securities on the date the conditions set forth in clause (4) of this Section 402
are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Issuer shall be deemed
to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be
 “Outstanding” only for the purposes of clause (5) of this Section 402 and the other Sections
of this Indenture referred to in subclauses (i) through (iv) of this clause (2), and that each of
the Issuer and any Guarantor shall be deemed to have satisfied all of their respective other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging
the same), except for the following


 






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which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Outstanding Securities to receive, solely (except as provided in subclause
(ii) below) from the trust fund described in clause (4)(a) of this Section 402 and as more fully set
forth in this Section 402 and in Section 403, payments in respect of the principal of (and premium, if any) and
interest, if any, on, and Additional Amounts, if any, with respect to, such Securities when such payments are due; (ii) the obligations
of the Issuer and the Trustee with respect to such Securities under Sections 305, 306, 1002, 1003 and, if
applicable to the Securities of such series, Section 1004 (including, without limitation, with respect to the payment of
Additional Amounts, if any, with respect to such Securities as contemplated by Section 1004, but only to the extent that
the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant
to clause (4)(a) of this Section 402), the obligations of any Guarantor under a Guarantee in respect of Additional
Amounts, as applicable, any rights of Holders of such Securities (unless otherwise provided pursuant to Section 301 with
respect to the Securities of such series) to require the Issuer to repurchase or repay, and the obligations of the Issuer to repurchase
or repay, such Securities at the option of the Holders pursuant to Article Thirteen hereof, and any rights of Holders of
such Securities (unless otherwise provided pursuant to Section 301 with respect to the Securities of such series) to convert
or exchange, and the obligations of the Issuer to convert or exchange, such Securities into Common Equity or other securities or property;
(iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder; and (iv) this Section 402 and
Sections 403 and 404. The Issuer may exercise its option under this Section 402(2) notwithstanding the
prior exercise of its option under Section 402(3) with respect to such Securities.


 


(3)            Upon
the Issuer’s exercise of the above option applicable to this Section 402(3) with respect to any Securities of
or within a series, the Issuer and any Guarantor, as applicable, shall be released from their respective obligations under clause
(ii) of Section 1005, Section 704 and, to the extent specified pursuant to Section 301,
any other covenant applicable to such Securities with respect to such Securities shall cease to be applicable to such Securities on and
after the date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “Covenant
Defeasance”), and such Securities shall thereafter be deemed to be not “Outstanding” for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any such covenant,
but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance
means, with respect to such Outstanding Securities, the Issuer and any Guarantor, as applicable, may omit to comply with, and shall have
no liability in respect of, any term, condition or limitation set forth in any such Section or any such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference
in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a default or an Event of Default under Section 501(3) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.


 


(4)            The
following shall be the conditions to application of clause (2) or (3) of this Section 402 to any
Outstanding Securities of or within a series:


 


(a)            The
Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this Section 402 applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of such Securities, (1) an amount in Dollars or in such Foreign Currency in which such Securities are then specified
as payable at Stated Maturity or, if such defeasance or Covenant Defeasance is to be effected in compliance with subsection (f) below,
on the relevant Redemption Date, as the case may be, or (2) Government Obligations applicable to such Securities (determined on
the basis of the Currency in which such Securities are then specified as payable at Stated Maturity or, if such defeasance or Covenant
Defeasance is to be effected in compliance with subsection (f) immediately below, on the relevant Redemption Date, as the
case may be) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities,
money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment
of such principal and interest, in the written opinion of a nationally recognized firm of independent public accountants delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the
principal of (and premium, if any) 


 






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and interest, if any, on, and, to the extent that such Securities provide for the payment of Additional
Amounts thereon and the amount of any such Additional Amounts which are or will be payable with respect to the Securities of such series
is at the time of deposit reasonably determinable by the Issuer (in the exercise by the Issuer of its reasonable discretion), any Additional
Amounts with respect to, such Outstanding Securities on the Maturity or Stated Maturity of such principal or interest, and (z) any
mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are
due and payable in accordance with the terms of this Indenture and of such Securities.


 


(b)            Such
defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound.


 


(c)            No
Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with respect to such Securities
shall have occurred and be continuing on the date of such deposit, and, solely in the case of defeasance under Section 402(2),
no Event of Default with respect to such Securities under clauses (5), (6) or (7) of Section 501
or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities under clauses
(5), (6) or (7) of Section 501 shall have occurred and be continuing at any time during the period
ending on and including the 91st day after the date of such deposit (it being understood that this condition to defeasance under Section 402(2) shall
not be deemed satisfied until the expiration of such period).


 


(d)            In
the case of defeasance pursuant to Section 402(2), the Issuer shall have delivered to the Trustee an Opinion of Counsel acceptable
to the Trustee stating that (x) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling,
or (y) since the date of this Indenture there has been a change in applicable federal income tax law, in either case to the effect
that, and based thereon such opinion of independent counsel shall confirm that, the Holders and beneficial owners of such Outstanding
Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance
had not occurred; or, in the case of Covenant Defeasance pursuant to Section 402(3), the Issuer shall have delivered to the
Trustee an Opinion of Counsel acceptable to the Trustee to the effect that the Holders and beneficial owners of such Outstanding Securities
and will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred.


 


(e)            The
Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance or Covenant Defeasance, as the case may be, under this Indenture have been complied with.


 


(f)            If
the monies or Government Obligations or combination thereof, as the case may be, deposited under subclause (a) immediately
above are sufficient to pay the principal of, and premium, if any, and interest, if any, on and, to the extent provided in such subclause
(a), Additional Amounts with respect to, such Securities on a particular Redemption Date, the Issuer shall have given the Trustee
irrevocable instructions to redeem such Securities on such date and to provide notice of such redemption to Holders as provided in or
pursuant to this Indenture.


 


(g)            Notwithstanding
any other provisions of this Section 402(4), such defeasance or Covenant Defeasance shall be effected in compliance with
any additional or substitute terms, conditions or limitations which may be imposed on the Issuer in connection therewith pursuant to
Section 301.


 


(5)            Subject
to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be
provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee
(collectively for purposes of this Section 402(5) and Section 403, the “Trustee”)) pursuant
to clause (4)(a) of Section 402 in respect of any Outstanding Securities of any  


 






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series
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (other than the Issuer or any Subsidiary or Affiliate of the Issuer acting as Paying Agent),
to the Holders of such Securities of all sums due and to become due thereon in respect of principal (and premium, if any) and interest
and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law.


 


Unless otherwise specified in or pursuant to this
Indenture or any Securities, if, after a deposit referred to in Section 402(4)(a) has been made, (a) the Holder
of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms
of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 402(4)(a) has
been made in respect of such Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in which the deposit
pursuant to Section 402(4)(a) has been made, the indebtedness represented by such Security shall be deemed to have been,
and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any), and interest, if any, on,
and Additional Amounts, if any, with respect to, such Security as the same becomes due out of the proceeds yielded by converting (from
time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on (x) in the case
of payments made pursuant to subclause (a) immediately above, the applicable market exchange rate for such Currency in effect
on the second (2nd) Business Day prior to each payment date, or (y) with respect to a Conversion Event, the applicable
market exchange rate for such Foreign Currency in effect (as nearly as feasible) at the time of the Conversion Event.


 


The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 402
or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account
of the Holders of such Outstanding Securities.


 


Anything in this Section 402 to the
contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government
Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4)(a) of this Section 402
which, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect a defeasance or Covenant Defeasance, as applicable,
in accordance with this Section 402.


 


Section 403.     Application
of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 1003, all money and Government Obligations deposited with the Trustee pursuant to Section 401 or 402
shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent), to the Holders, of the principal,
premium, interest and Additional Amounts for whose payment such money has or Government Obligations have been deposited with or received
by the Trustee; but such money and Government Obligations need not be segregated from other funds except to the extent required by law.


 


Section 404.     Reinstatement.


 


If the Trustee (or other qualifying trustee appointed
pursuant to Section 402(4)(a)) or any Paying Agent is unable to apply any moneys or Government Obligations deposited pursuant
to Section 401(1) or 402(4)(a) to pay any principal of or premium, if any, or interest, if any, on or Additional
Amounts, if any, with respect to the Securities of any series by reason of any legal proceeding or any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under
this Indenture and the Securities of such series and the Guarantee shall be revived and reinstated as though no such deposit had occurred,
until such time as the Trustee (or other qualifying trustee) or Paying Agent is permitted to apply all such moneys and Government Obligations
to pay the principal of and premium, if any, and interest, if any, on and Additional Amounts, if any, in respect of the Securities of
such series as contemplated by Section 401 or 402 as the case may be, and Section 403; provided,
however, that if the Issuer makes any payment of the principal of or premium, if any, or interest, if any, on or Additional Amounts,
if any, in respect of the Securities of such series 


 






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following the reinstatement of its obligations as aforesaid, the Issuer shall be
subrogated to the rights of the Holders of such Securities to receive such payment from the funds held by the Trustee (or other qualifying
trustee) or Paying Agent.


 


Section 405.     Qualifying
Trustee.


 


Any trustee appointed pursuant to Section 402(4)(a) for
the purpose of holding trust funds deposited pursuant to that Section shall be appointed under an agreement in form acceptable to
the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be entitled to conclusively
rely, that all conditions precedent provided for herein to the related defeasance or Covenant Defeasance have been complied with. In
no event shall the Trustee be liable for any acts or omissions of said trustee.


 


Article Five.

REMEDIES


 


Section 501.     Events
of Default.


 


An “Event of Default” wherever
used herein with respect to Securities of any series (whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) means any of the following events, or any other event as specified in accordance
with Section 301 for a particular series of Securities:


 


(1)            default
for thirty (30) days in the payment of any installment of interest or Additional Amounts payable with respect to such interest under
the Securities of that series;


 


(2)            default
in the payment of the principal of, or premium, if any, on, or any Additional Amounts payable in respect of any principal of or premium,
if any, on, the Securities of that series, when the same becomes due and payable or default is made in the deposit of any sinking fund
payment with respect to the Securities of that series when due;


 


(3)            the
Issuer fails to comply with any of the Issuer’s other agreements contained in the Securities of that series or this Indenture (other
than an agreement a default in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with
or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series) upon receipt
by the Issuer of notice of such default by the Trustee or receipt by the Issuer and the Trustee of written notice of such default by
Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Securities of that series then outstanding and
the Issuer fails to cure (or obtain a waiver of) such default within ninety (90) days after the Issuer receives such notice;


 


(4)            failure
to pay any recourse indebtedness for monies borrowed by the Issuer in an outstanding principal amount in excess of $150,000,000 at final
maturity or upon acceleration after the expiration of any applicable notice and grace period, which recourse indebtedness is not discharged,
or such default in payment or acceleration is not cured or rescinded, within thirty (30) days after written notice to the Issuer from
the Trustee (or to the Issuer and the Trustee from Holders of at least twenty-five percent (25%) in aggregate principal amount of the
outstanding Securities of that series);


 


(5)            the
Issuer, any Guarantor or any Significant Subsidiary pursuant to, under or within the meaning of any Bankruptcy Law: (a) commences
a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the Issuer, any Guarantor or any Significant
Subsidiary or its debts or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer,
any Guarantor or any Significant Subsidiary or any substantial part of the property of the Issuer, any Guarantor or any Significant Subsidiary;
(b) consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other
proceeding commenced against the Issuer, any Guarantor or any Significant Subsidiary; (c) consents to the appointment of a custodian
of it or for all or substantially all of its property; or (d) makes a general assignment for the benefit of creditors;


 






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(6)            an
involuntary case or other proceeding shall be commenced against the Issuer, any Guarantor or any Significant Subsidiary seeking liquidation,
reorganization or other relief with respect to the Issuer, any Guarantor or any Significant Subsidiary or its debts under any Bankruptcy
Law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer, any Guarantor or
any Significant Subsidiary or any substantial part of the property of the Issuer, any Guarantor or any Significant Subsidiary, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty (30) calendar days; or


 


(7)            a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Issuer, any
Guarantor or any Significant Subsidiary in an involuntary case or proceeding; (b) appoints a trustee, receiver, liquidator, custodian
or other similar official of the Issuer, any Guarantor or any Significant Subsidiary or any substantial part of the property of the Issuer,
any Guarantor or any Significant Subsidiary; or (c) orders the liquidation of the Issuer, any Guarantor or any Significant Subsidiary;
and, in each case in this clause (7), the order or decree remains unstayed and in effect for thirty (30) calendar days.


 


Section 502.     Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event of
Default specified in clause (5), (6) or (7) of Section 501) with respect to Securities of
any series occurs and is continuing, then either the Trustee or the Holders of not less than twenty-five percent (25%) in aggregate principal
amount of the Outstanding Securities of such series may declare the principal of, and premium, if any, on all of the Securities of such
series, or such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon
to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by the Holders), and upon any such
declaration such principal or such lesser amount, as the case may be, and such accrued and unpaid interest shall become immediately due
and payable. If an Event of Default specified in clause (5), (6) or (7) of Section 501 with
respect to the Securities of any series occurs, then the principal of, and premium, if any, on all of the Securities of such series,
or such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon shall
ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder
of the Securities of such series.


 


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


 


(1)            the
Issuer has paid or deposited, or cause to be paid or deposited, with the Trustee a sum of money sufficient to pay (or, to the extent
that the terms of the Securities of such series established pursuant to Section 301 expressly provide for payment to be made
in shares of Common Equity or other securities or property, together with cash in lieu of fractional shares or securities):


 


(a)            all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 606;


 


(b)            all
overdue installments of any interest on any Securities of such series which have become due otherwise than by such declaration of acceleration
and any Additional Amounts with respect thereto;


 


(c)            the
principal of and any premium on any Securities of such series which have become due otherwise than by such declaration of acceleration
and any Additional Amounts with respect thereto and, to the extent permitted by applicable law, interest thereon at the rate or respective
rates, as the case may be, provided for in or with respect to such Securities, or, if no such rate or rates are so provided, at the rate
or respective rates, as the case may be, of interest borne by such Securities; and


 






    33


     


    

 


(d)            to
the extent permitted by applicable law, interest upon installments of any interest, if any, which have become due otherwise than by such
declaration of acceleration and any Additional Amounts with respect thereto at the rate or respective rates, as the case may be, provided
for in or with respect to such Securities, or, if no such rate or rates are so provided, at the rate or respective rates, as the case
may be, of interest borne by such Securities; and


 


(2)            all
Events of Default with respect to Securities of such series other than the non-payment of the principal of, any premium and interest
on, and any Additional Amounts with respect to Securities of such series which shall have become due solely by such declaration of acceleration,
shall have been waived as provided in Section 513 or cured.


 


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


 


Section 503.     Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Issuer covenants that if:


 


(1)            default
is made in the payment of any interest on, or any Additional Amounts payable in respect of any interest on, any Security when such interest
or Additional Amounts, as the case may be, shall have become due and payable and such default continues for a period of 30 days; or


 


(2)            default
is made in the payment of any principal of or premium, if any, on, or any Additional Amounts payable in respect of any principal of or
premium, if any, on, any Security at its Maturity, when the same becomes due and payable; or


 


(3)            default
is made in the deposit of any sinking fund payment, if applicable, when due, and such default continues for three (3) Business Days,
the Issuer or any Guarantor shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities,
the whole amount of money then due and payable with respect to such Securities, with interest upon the overdue principal, any premium
and, to the extent permitted by applicable law, upon any overdue installments of interest and Additional Amounts at the rate or respective
rates, as the case may be, provided for or with respect to such Securities or, if no such rate or rates are so provided, at the rate
or respective rates, as the case may be, of interest borne by such Securities, and, in addition thereto, such further amount of money
as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section 606.


 


If the Issuer (and any applicable Guarantor) fails
to pay the money it is required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the
Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due
and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer, any Guarantor
or any other obligor upon such Securities and collect the monies adjudged or decreed to be payable in the manner provided by law out
of the property of the Issuer, any Guarantor or any other obligor upon such Securities, wherever situated.


 


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


 


Section 504.     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 Issuer, any
Guarantor or any other obligor upon the Securities or the property of the Issuer, such Guarantor or such other obligor or their creditors,
the 



 






    34


     


    

 


Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Issuer for the payment of any overdue principal, premium, interest or Additional Amounts) shall be
entitled and empowered, by intervention in such proceeding or otherwise:



 


(1)            to
file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of the principal
and any premium, interest and Additional Amounts owing and unpaid in respect of the Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents or counsel) and of the Holders of Securities allowed in such judicial proceeding;
and


 


(2)            to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Holder of Securities to make such payments to the Trustee and, in the event that the Trustee shall consent in writing in its
sole discretion to the making of such payments directly to the Holders of Securities, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee (acting in any capacity hereunder), its agents and counsel
and any other amounts due the Trustee hereunder.


 


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


 


Section 505.     Trustee
May Enforce Claims without Possession of Securities.


 


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


 


Section 506.     Application
of Money Collected.


 


Any money collected by the Trustee pursuant to
this Article Five with respect to the Securities of any series shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account of principal, or any premium, interest or Additional Amounts,
upon presentation of such Securities, or both, as the case may be, 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
(acting in any capacity hereunder) and any predecessor Trustee under the Indenture;


 


SECOND: To the payment of the amounts then due
and unpaid upon the Securities for principal and any premium, interest and Additional Amounts 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 aggregate amounts due and
payable on such Securities for principal and any premium, interest and Additional Amounts; and


 


THIRD: The balance, if any, to the Issuer.


 


Section 507.     Limitations
on Suits.


 






    35


     


    

 









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


 


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


 


(2)            the
Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Outstanding Securities of such series shall have
made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)            such
Holder or Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against the losses, damages, costs,
expenses and liabilities, including reasonable attorneys’ fees, out of pocket costs and expenses and court costs, to be incurred
in compliance with such request;


 


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


 


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


 


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 or
any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such Holders.


 


Section 508.     Unconditional
Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts.


 


Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of, and premium,
if any, and (subject to Sections 305 and 307) interest, if any, on and any Additional Amounts with respect to such Security,
on the respective Stated Maturity or Maturities therefor specified in such Security (or, in the case of redemption, on the Redemption
Date or, in the case of repayment pursuant to Article Thirteen hereof at the option of such Holder if provided in or pursuant
to this Indenture, on the date such repayment is due) and, in the case of any Security which is convertible into or exchangeable for
other securities or property, to convert or exchange, as the case may be, such Security in accordance with its terms, and to institute
suit for the enforcement of any such payment and any such right to convert or exchange, and such right shall not be impaired without
the consent of such Holder.


 


Section 509.     Restoration
of Rights and Remedies.


 


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


 


Section 510.     Rights
and Remedies Cumulative.


 


To the extent permitted by applicable law and
except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder
of a Security is intended to be 



 






    36


     


    

 


exclusive of any other right or remedy, and every
right and remedy, to the extent permitted by law, shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 511.     Delay
or Omission Not Waiver.


 


No delay or omission of the Trustee or of any
Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall, to the extent permitted by applicable
law, 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 any Holder of a Security may, to the extent permitted by applicable
law, be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be.


 


Section 512.     Control
by Holders of Securities.


 


The Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such
series, provided that:


 


(1)            such
direction shall not be in conflict with any rule of law or with this Indenture or with the Securities of any series and could not
involve the Trustee in personal liability;


 


(2)            the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and


 


(3)            such
direction is not unduly prejudicial to the rights of the other Holders of Securities of such series (or any other series) not joining
in such action (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction
is unduly prejudicial to any other Holder).


 


Section 513.     Waiver
of Past Defaults.


 


The Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series on behalf of the Holders of all the Securities of such series may waive any past default
hereunder with respect to such series and its consequences, except:


 


(1)            a
continuing default in the payment of the principal of, any premium or interest on, or any Additional Amounts with respect to, any Security
of such series; or


 


(2)            in
the case of any Securities which are convertible into or exchangeable for Common Equity or other securities or property, a continuing
default in any such conversion or exchange; or


 


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


 


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


 


Section 514.     Waiver
of Usury, Stay or Extension Laws.


 


The Issuer covenants that (to the extent that
it may lawfully do so) 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 or any usury 



 






    37


     


    

 


law
or any other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Issuer or any applicable
Guarantor from paying all or any portion of the principal of or premium, if any, or interest, if any, on or Additional Amounts, if any,
as contemplated in this Indenture, any Guarantee and the Securities or which may affect the covenants or the performance of this Indenture
or the Securities; and each of the Issuer and any Guarantor 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 or the Holders, but will suffer and permit
the execution of every such power as though no such law had been enacted.


 


Section 515.     Undertaking
for Costs.


 


All parties to this Indenture agree, and each
Holder of any Security by such Holder’s 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 or omitted by it as Trustee, the filing by any party litigant in such suit of any undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and disbursements, 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 515 shall not apply 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 Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any,
on or Additional Amounts, if any, with respect to any Security on or after the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date, and, in the case of repayment at the option of the Holder pursuant to
Article Thirteen hereof, on or after the date for repayment) or for the enforcement of the right, if any, to convert or exchange
any Security into Common Equity or other securities or property in accordance with its terms.


 


Article Six.


 


THE TRUSTEE


 


Section 601.     Certain
Rights of Trustee.


 


The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act; provided, that (i) notwithstanding Section 315(a)(2) of
the Trust Indenture Act, the Trustee need not confirm or investigate the accuracy of any mathematical calculations or other facts, statements,
opinions or conclusions stated in the certificates or opinions referred to therein, and (ii) except during the continuance of an
Event of Default, no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default
has occurred and is continuing, written notice of which shall have been given to the Trustee by the Issuer or any Guarantor, any other
obligor of the Securities or by the Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Outstanding
Securities, 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.


 


Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers. 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.


 


In connection with this Indenture and any Securities
issued hereunder, subject to Sections 315(a) through 315(d) of the Trust Indenture Act:


 


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


 






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(2)            any
request or direction of the Issuer or any Guarantor shall be sufficiently evidenced by an Issuer Request or an Issuer Order (in each case,
other than delivery of any Security, to the Trustee for authentication and delivery pursuant to Section 303 which shall be
sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


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


 


(4)            the
Trustee may consult with counsel of its selection 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;


 


(5)            the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request
or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the
Trustee indemnity or security reasonably satisfactory to the Trustee against the losses, damages, costs, expenses and liabilities, including
reasonable attorneys’ fees, costs and expenses and court costs, which might be incurred by it in compliance with such request or
direction;


 


(6)            the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its
sole 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, upon reasonable prior written notice and during normal business hours, it shall
be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the expense of the Issuer
and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;


 


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


 


(8)            the
Trustee need perform only those duties that are specifically set forth in this Indenture, and no implied covenants or obligations shall
be read into this Indenture against the Trustee. The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within its rights or powers. The Trustee is not required to give any bond or surety with respect
to the performance of its duties or the exercise of its powers under this Indenture. The permissive right of the Trustee to take the actions
permitted by this Indenture shall not be construed as an obligation or duty to do so;


 


(9)            the
Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail (PDF only), facsimile
transmission or other similar unsecured electronic methods, provided, however, that the Issuer and any Guarantor, as applicable,
shall provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such instructions, which
incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuer or any Guarantor elects
to give the Trustee e-mail or facsimile transmission instructions (or instructions by a similar electronic method) and the Trustee in
its sole and absolute discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be
deemed controlling. The Trustee shall not be liable for any losses, damages, costs, fees or expenses arising directly or indirectly from
the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or inconsistency with
a subsequent written instruction except for the Trustee’s negligence or willful misconduct. The Issuer and any Guarantor, as applicable,
agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including,
without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception by third parties;


 






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


 


(11)            in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action;


 


(12)            in
no event shall the Trustee be required to give any bond or surety in respect of the performance of its powers and duties hereunder;


 


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


 


(14)            the
Trustee shall not be liable for actions taken, or errors of judgment made, in good faith, unless negligent in ascertaining the pertinent
facts; and


 


(15)            under
no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Securities.


 


Section 602.     Notice
of Defaults.


 


Within 90 days after a Responsible Officer of
the Trustee has received written notice of the occurrence of any default hereunder with respect to the Securities of any series, the
Trustee shall transmit by mail or electronically to all Holders of Securities of such series, notice of such default hereunder actually
known to the Trustee, unless such default shall have been cured or waived; provided, however, that in the case of any default
of the character specified in Section 501(3) with respect to Securities of such series, no such notice to Holders shall
be given until at least 90 days after the occurrence thereof. Except in the case of a default or Event of Default in payment of principal
of, premium, if any, or interest on any Security, or in the payment of any sinking fund installment, the Trustee may withhold such notice
if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interest of
the Holders of the Securities. For the purpose of this Section 602, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series; provided
that any default that results solely from the taking of an action that would have been permitted but for the continuation of a previous
default will be deemed to be cured if such previous default is cured prior to becoming an Event of Default. The Trustee shall not be
charged with knowledge of any default or Event of Default under this Indenture or related documents unless a Responsible Officer of the
Trustee shall have received written notice of such default or Event of Default by the Issuer or by the Holders of at least twenty-five
percent (25%) in aggregate principal amount of the Securities then Outstanding of the affected series, and such notice is received by
a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such written notice references the Securities
and this Indenture.


 


Section 603.     Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the Securities,
except the Trustee’s certificate of authentication, shall be taken as the statements of the Issuer, and neither the Trustee nor
any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Issuer are true and accurate, subject to the qualifications set forth therein. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or application by the Issuer of the Securities or the proceeds
thereof, for any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, or for the use
or application of any money received by any Paying Agent other


 






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 than the Trustee. The Trustee shall not be bound to ascertain or inquire
as to the performance, observance, or breach of any covenants, conditions, representations, warranties or agreements on the part of the
Issuer or any Guarantor but the Trustee may require full information and advice as to the performance of the aforementioned covenants
in accordance with the provisions hereof. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations
evidenced by the Securities or any Guarantees. The Trustee shall not be responsible for and makes no representation as to any statement
in any prospectus, prospectus supplement or other offering document in connection with the sale of any Securities.


 


Section 604.     May Hold
Securities; Transactions with the Issuer or any Guarantor.


 


The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other Person that may be an agent of the Trustee or the Issuer, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
may otherwise deal with the Issuer or any Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other Person; provided, however, that if the Trustee acquires any conflicting
interest under the Trust Indenture Act relating to any of its duties with respect to the Securities, it must either eliminate such conflict
or resign as Trustee upon prior written notice to the Issuer and the Holders, subject to its right under the Trust Indenture Act to seek
a stay of its duty to resign.


 


Section 605.     Money
Held in Trust.


 


Except as provided in Section 403
and Section 1003, money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent
required by law and shall be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Issuer.


 


Section 606.     Compensation
and Reimbursement.


 


The Issuer and, in the event that the Issuer fails
to perform the following obligations and indemnities, any Guarantor, agrees:


 


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


 


(2)            to
reimburse the Trustee (acting in any capacity hereunder) upon its request for all out of pocket expenses, disbursements and advances incurred
or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation, expenses and disbursements
of its agents and counsel, such as attorneys’ fees, costs and expenses), except any such expense, disbursement or advance as shall
be determined to have been caused by the Trustee’s own negligence or willful misconduct as adjudicated by a final non-appealable
decision of a court of competent jurisdiction; and


 


(3)            to
indemnify the Trustee (acting in any capacity hereunder), its directors, officers, employees and its agents for, and to hold them harmless
against, any loss, claim, cause of action, damage, liability or reasonable cost or expense (including, without limitation, the reasonable
fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts, and court costs) arising out of or in connection
with this Indenture or the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses
of defending themselves against any claim (whether asserted by the Issuer, any Guarantor, a Holder or any other Person), or reasonable
attorneys’ fees, expenses and court costs incurred in connection with any action, claim or suit brought to enforce the Trustee’s
right to compensation, reimbursement or indemnification, or liability in connection with the exercise or performance of any of their powers
or duties hereunder, except to the extent that any such loss, claim, cause of action, damage, liability, cost or expense shall be determined
to have been caused by the Trustee’s own negligence or willful misconduct as adjudicated by a final non-appealable decision of a
court of competent jurisdiction.


 






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The foregoing payment obligations and indemnities
shall survive the termination of this Indenture and the resignation or removal of the Trustee.


 


As security for the performance of the obligations
of the Issuer and any Guarantor under this Section 606, the Trustee shall have a lien prior to the Securities of any series
upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, or any
premium or interest on or any Additional Amounts with respect to particular Securities.


 


Without prejudice to any other rights available
to the Trustee under applicable law, any compensation or expense incurred by the Trustee after a default specified by Section 501(5),
(6) or (7) is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency
law. “Trustee” for purposes of this Section 606 shall include any predecessor Trustee, but the negligence
or willful misconduct of any Trustee shall not affect the rights of any other Trustee under this Section 606. The provisions
of this Section 606 shall, to the extent permitted by Applicable Law, survive any termination or expiration of this Indenture
(including, without limitation, termination pursuant to any bankruptcy or insolvency laws) and the resignation or removal of the Trustee.


 


Section 607.     Corporate
Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder
that is a Corporation, organized and doing business under the laws of the United States of America, any state thereof or the District
of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified
under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $100,000,000 subject to supervision or examination by federal or state authority. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section 607, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article Six.


 


Section 608.     Resignation
and Removal; Appointment of Successor.


 


(1)            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 pursuant to Section 609.


 


(2)            The
Trustee may resign at any time with respect to the Securities of one or more series by giving prior written notice thereof to the Issuer
and the Holders. If the instrument of acceptance by a successor Trustee required by Section 609 shall not have been delivered
to the Trustee within 30 days after the giving of such written notice of resignation, the resigning Trustee may petition, at the expense
of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.


 


(3)            The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of such series, delivered to the Trustee and the Issuer. If the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee within 30 days after the giving of such written
notice of removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to such series.


 


(4)            If
at any time:


 


(a)            the
Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with
respect to Securities of any series after written request therefor by the Issuer or any Holder of a Security of such series who has been
a bona fide Holder of a Security of such series for at least six months; or


 


(b)            the
Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Issuer
or any such Holder; or


 






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(c)            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, (i) the Issuer, by or pursuant to a Board Resolution, may remove
the Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of
the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of such bona fide Holder and all others similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.


 


(5)            If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Issuer, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 609. If,
within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect
to the Securities of any series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of such series delivered to the Issuer 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 609, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer. If no successor
Trustee with respect to the Securities of any series shall have been so appointed by the Issuer or the Holders of Securities and accepted
appointment in the manner required by Section 609, any Holder of a Security who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 


(6)            The
Issuer shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the manner provided in Section 106. Each notice shall
include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.


 


Section 609.     Acceptance
of Appointment by Successor.


 


(1)            Upon
the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Issuer and 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 hereunder of the retiring Trustee; but, on the written request of the Issuer
or such successor Trustee, such retiring Trustee, upon payment of its charges, shall promptly execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 1003, shall promptly
duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless
to its lien, if any, provided for in Section 606.


 


(2)            Upon
the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, any
Guarantor, the retiring Trustee and such successor Trustee 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, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein 


 






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or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts separate and apart from trust
or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received
by, or any act or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee
shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, 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 with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on written request of the Issuer or such successor Trustee,
such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the appointment of
such successor relates and subject to Section 1003 shall duly assign, transfer and deliver to such successor Trustee, to
the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates, subject to its lien, if any, provided
for in Section 606.


 


(3)            Upon
request of any Person appointed hereunder as a successor Trustee, the Issuer and any Guarantor shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph
(1) or (2) of this Section 609, as the case may be.


 


(4)            No
Person shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person shall
be qualified under the Trust Indenture Act and eligible under this Article.


 


Section 610.     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 of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder (provided that such Corporation shall otherwise be qualified under the Trust
Indenture Act and eligible under this Article Six), without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been authenticated but not delivered by the Trustee then in office,
any such successor to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Securities. In case any Securities shall not have been authenticated
by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities in either its own name or that of
its predecessor Trustee.


 


Section 611.     Appointment
of Authenticating Agent.


 


The Trustee may appoint one or more Authenticating
Agents acceptable to the Issuer with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption,
partial repayment, partial conversion or exchange for Common Equity or other securities or property, or pursuant to Section 306,
and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities
by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent.


 


Each Authenticating Agent shall be acceptable to
the Issuer and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the
Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and
by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $100,000,000. If at any time an Authenticating Agent shall 


 






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cease to be eligible in accordance with
the provisions of this Section, it 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 all or substantially all of the corporate agency
or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, 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 30 days’ written notice thereof to the Trustee and the Issuer. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Issuer. 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 which shall be acceptable to the Issuer and shall give notice
of such appointment in the manner provided in Section 106 to all Holders of Registered Securities, if any, of the series with
respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register. 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 611.


 


The Issuer agrees to pay each Authenticating Agent
from time to time reasonable compensation for its services under this Section 611.


 


The provisions of Sections 308, 603
and 604 shall be applicable to each Authenticating Agent.


 


If an Authenticating Agent is appointed with respect
to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to
or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following
form:


 


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


 





	 	[NAME OF AUTHENTICATING AGENT],


as Authenticating Agent






 


		By:	
	 	 	Authorized Signatory



 





	 	Dated:	 



 


If all of the Securities of any series may not
be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance
located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee,
if so requested in writing (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in
accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect
to such series of Securities.


 


Article Seven.


 


HOLDERS LISTS AND REPORTS BY TRUSTEE, TRUST
AND GUARANTORS


 


Section 701.     Issuer
to Furnish Trustee Names and Addresses of Holders.



 






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In accordance with Section 312(a) of
the Trust Indenture Act, the Issuer shall furnish or cause to be furnished to the Trustee:


 


(1)            semi-annually
with respect to Securities of each series, a list, in each case in such form as the Trustee may reasonably require, of the names and
addresses of Holders as of the applicable date; and


 


(2)            at
such other times as the Trustee may reasonably request in writing, within 30 days after the receipt by the Issuer of any such request,
a list of the names and addresses of Holders as of a date not more than 15 days prior to the time such list is furnished, provided,
however, that so long as the Trustee is the Security Registrar no such list shall be required to be furnished pursuant to either
clause (1) or clause (2) of this Section 701.


 


Section 702.     Preservation
of Information; Communications to Holders.


 


(1)            The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in
its capacity as Security Registrar. The Trustee shall comply with the obligations imposed upon it pursuant to Section 312
of the Trust Indenture Act.


 


(2)            Every
Holder of Securities, by receiving and holding the same, agrees with the Issuer, any Guarantor and the Trustee that none of the Issuer,
any Guarantor or the Trustee or any agent of any 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 Securities in accordance with the Trust Indenture Act, regardless of the source from
which such information was derived.


 


Section 703.     Reports
by Trustee.


 


(1)            Within
60 days after May 15 of each year commencing with the first May 15 following the first issuance of Securities pursuant to Section 301,
if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of
the Trust Indenture Act, a brief report dated as of such May 15 with respect to any of the events specified in said Section 313(a) which
may have occurred since the later of the immediately preceding May 15 and the date of this Indenture.


 


(2)            The
Trustee shall transmit the reports required by the Trust Indenture Act, including Sections 313(a), 313(b), 313(c) and
313(d), at the times, in the manner and to the Persons specified therein.


 


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


 


Section 704.     Reports
by the Issuer.


 


For so long as any Securities are outstanding,
if the Issuer is subject to Section 13(a) or 15(d) of the Exchange Act or any successor provision, the Issuer will deliver
to the Trustee the annual reports, quarterly reports and other documents which it is required to file with the Commission pursuant to
Section 13(a) or 15(d) or any successor provision, within 15 days after the date that the Issuer files the same with the
Commission. If the Issuer is not subject to Section 13(a) or 15(d) of the Exchange Act or any successor provision, and
for so long as any Securities are outstanding, the Issuer will deliver to the Trustee the quarterly and annual financial statements and
accompanying Item 303 of Regulation S-K disclosure (“management’s discussion and analysis of financial condition and results
of operations”) that would be required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q,
respectively, required to be filed with the Commission if the Issuer was subject to Section 13(a) or 15(d) of the Exchange
Act or any successor provision, within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant
to applicable Commission rules and regulations.


 


Reports and other documents filed by the Issuer
with the Commission and publicly available via the EDGAR system or on the Issuer’s website will be deemed to be delivered to the
Trustee as of the time such filing is


 






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 publicly available via EDGAR or on the Issuer’s website for purposes of this covenant; provided,
however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports
have been filed or publicly available via EDGAR or on the Issuer’s website. Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including its compliance with any of its covenants
relating to the Securities (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).


 


Article Eight.


 


CONSOLIDATION, MERGER, SALES AND SUBSTITUTION


 


Section 801.     Issuer
May Consolidate, Etc., Only on Certain Terms.


 


Nothing contained in this Indenture or in the
Securities shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated
with the Issuer), or successive consolidations or mergers in which either the Issuer will be the continuing entity or the Issuer or its
successor or successors shall be a party or parties, or shall prevent any sale, assignment, conveyance, transfer or lease of all or substantially
all of the property and assets of the Issuer, to any other Person (whether or not affiliated with the Issuer); provided, however,
that the following conditions are met:


 


(1)            the
Issuer shall be the continuing entity, or the successor entity (if other than the Issuer) formed by or resulting from such consolidation
or merger or which shall have received such sale, assignment, conveyance, transfer or lease of property and assets shall be domiciled
in the United States, any state thereof or the District of Columbia and shall expressly assume by supplemental indenture payment of the
principal of and interest on all of the Securities and the due and punctual performance and observance of all of the covenants and conditions
in this Indenture;


 


(2)            immediately
after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing; and


 


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


 


Section 802.     Guarantor
May Consolidate, Etc., Only on Certain Terms.


 


Nothing contained in this Indenture or in the Securities
shall prevent any consolidation or merger of any Guarantor with or into any other Person or Persons (whether or not affiliated with such
Guarantor), or successive consolidations or mergers in which such Guarantor will be the continuing entity or such Guarantor or its successor
or successors shall be a party or parties, or shall prevent any sale, assignment, conveyance, transfer or lease of all or substantially
all of the property and assets of such Guarantor, to any other Person (whether or not affiliated with such Guarantor); provided,
however, that the following conditions are met:


 


(1)            such
Guarantor shall be the continuing entity, or the successor entity (if other than such Guarantor) formed by or resulting from any consolidation
or merger or which shall have received the sale, assignment, conveyance, transfer or lease of property and assets shall be domiciled in
the United States, any state thereof or the District of Columbia and shall expressly assume the obligations of such Guarantor under the
applicable Guarantee and the due and punctual performance and observance of all of the covenants and conditions in this Indenture;


 






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(2)            immediately
after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing; and


 


(3)            either
such Guarantor or the successor Person, in either case, shall have delivered to the Trustee an Officer’s Certificate of such Guarantor
and an Opinion of Counsel, each stating that such consolidation, sale, merger, conveyance, transfer or lease and such supplemental indenture
comply with this Article Eight and that all conditions precedent herein provided for relating to such transaction have been
complied with.


 


Section 803.     Successor
Person Substituted for Issuer or Guarantor.


 


If the Issuer or any Guarantor shall, in any transaction
or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all
or substantially all its property and assets to any Person, in each case in accordance with Section 801 or Section 802,
as applicable, the successor Person formed by or resulting from such consolidation or merger or to which such sale, assignment, transfer,
lease or other conveyance of all or substantially all of the properties and assets of the Issuer or such Guarantor, as applicable, is
made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor, as applicable,
under this Indenture, with respect to the Outstanding Securities of the applicable series, with the same effect as if such successor
Person had been named as the Issuer or Guarantor, as applicable, herein; and thereafter, except in the case of a lease, the predecessor
Person shall be released from all obligations and covenants under this Indenture and the applicable Securities.


 


Article Nine.


 


SUPPLEMENTAL INDENTURES


 


Section 901.     Supplemental
Indentures Without Consent of Holders.


 


Without the consent of any Holders of Securities,
the Issuer (when authorized by or pursuant to a Board Resolution), any Guarantor, if affected thereby, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:


 


(1)            to
evidence the succession of another Person to the Issuer or any Guarantor, if applicable, or successive successions, and the assumption
by any such successor of the covenants of the Issuer or any Guarantor, if applicable, contained herein and in the Securities; or


 


(2)            to
add to the covenants of the Issuer or any Guarantor for the benefit of the Holders of all or any series of Securities (as shall be specified
in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Issuer or any Guarantor with
respect to all or any series of Securities issued under this Indenture (as shall be specified in such supplemental indenture or indentures);
or


 


(3)            to
change or eliminate any restrictions on the payment of principal of or any premium or interest on or any Additional Amounts with respect
to any Securities or any Guarantee, provided any such action shall not adversely affect the interests of the Holders of Securities
of any series; or


 


(4)            to
establish the form or terms of Securities of any series as permitted by Sections 201 and 301, including, without limitation,
any conversion or exchange provisions applicable to Securities which are convertible into or exchangeable for other securities or property,
and any deletions from or additions or changes to this Indenture in connection therewith (provided that any such deletions, additions
and changes shall not be applicable to any other series of Securities then Outstanding); or


 


(5)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 609; or


 






    48


     


    

 


(6)            to
cure any ambiguity, defect or inconsistency in the Indenture; or


 


(7)            to
make any change necessary to comply with any requirement of the Commission in connection with the Indenture under the Trust Indenture
Act; or


 


(8)            to
add any additional Events of Default for the benefit of the Holders with respect to all or any series of Securities (as shall be specified
in such supplemental indenture) (and if such additional Events of Default are to be for the benefit of less than all of the Securities,
stating that such additional Events of Default are expressly being included solely for the benefit of such series); or


 


(9)            to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, Covenant
Defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article Four, provided that any
such action shall not adversely affect the interests of any Holder of a Security of such series or any other Security in any material
respect; or


 


(10)            to
add one or more Guarantees for the benefit of Holders of all or any series of Securities, to secure the Securities or to confirm and evidence
the release, termination or discharge of any Guarantee or lien securing the Securities which such release, termination or discharge is
permitted by this Indenture; or


 


(11)            to
amend or supplement any provision contained herein or in any supplemental indenture or in any Securities (which amendment or supplement
may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture
or indentures), provided that such amendment or supplement (A) does not (i) apply to any Outstanding Security issued
prior to the date of such supplemental indenture and entitled to the benefits of such provision or (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security described
in clause (A)(i) Outstanding; or


 


(12)            in
the case of any series of Securities which are convertible into or exchangeable for Common Equity or other securities or property, to
safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification
or change of outstanding shares of Common Equity or any merger, consolidation, statutory share exchange or combination of the Issuer with
or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the assets
of the Issuer to any other Person or other similar transactions, if expressly required by the terms of such series of Securities established
pursuant to Section 301; or


 


(13)            to
conform the terms of the Indenture or the Securities of a series, as applicable, to the description thereof contained in any prospectus,
prospectus supplement or other offering document relating to the offer and sale of such Securities; or


 


(14)            subject
to any limitations established pursuant to Section 301, to provide for the issuance of additional Securities of any series;
or


 


(15)            to
comply with the rules of any applicable Depository; or


 


(16)            to
make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights
under this Indenture of any Holder in any material respect;


 


(17)            to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in uncertificated form; or


 


(18)            to
add a co-issuer or co-obligor of the Securities; or


 


(19)            to
comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may
be listed or traded.


 






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Section 902.     Supplemental
Indentures with Consent of Holders.


 


With the consent of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (voting as separate
classes) by Act of said Holders delivered to the Issuer and the Trustee, the Issuer (when authorized by or pursuant to a Board Resolution),
any Guarantor, if affected thereby, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of the Securities of such
series or of any Guarantee or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture;
provided, that no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby,
shall:


 


(1)            change
the Stated Maturity of the principal of, or premium, if any, or any installment of interest, if any, on, or any Additional Amounts, if
any, with respect to, any Security, or reduce the principal amount thereof or the premium, if any, thereon or the rate (or modify the
calculation of such rate) of interest thereon, or reduce the amount payable upon redemption thereof at the option of the Issuer or repayment
or repurchase thereof at the option of the Holder, or reduce any Additional Amounts payable with respect to any Security or any Guarantee,
or change the obligation of the Issuer to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and
permitted by Section 901(1)) or the obligation of any Guarantor to pay Additional Amounts under any Guarantee, or reduce the
amount of the principal of any Original Issue Discount Security that would be due and payable upon acceleration of the Maturity thereof
pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect
the right of repayment or repurchase at the option of any Holder as contemplated by Article Thirteen, or change the Place
of Payment where or the Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any
Security or any Guarantee is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment or repurchase pursuant to
Article Thirteen at the option of the Holder, on or after the date for repayment or repurchase) in each case as such Stated
Maturity, Redemption Date or date for repayment or repurchase may, if applicable, be extended in accordance with the terms of such Security,
or in the case of any Security which is convertible into or exchangeable for shares of Common Equity or other securities or property,
impair the right to institute suit to enforce the right to convert or exchange such Security in accordance with its terms, or release
a Guarantor from any of its obligations under a Guarantee except as permitted under this Indenture; or


 


(2)            reduce
the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided for in Section 513 or 1006 of this Indenture,
or reduce the requirements of Section 1504 for quorum or voting, or


 


(3)            modify
any of the provisions of this Section 902, Section 513 or Section 1006 except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby;


 


(4)            make
any change that adversely affects the right, if any, to convert or exchange any Security for shares of Common Equity or other securities
or property in accordance with its terms; or


 


(5)            change
the ranking of any Security.


 


Other than as set forth above, a supplemental indenture
which changes or eliminates any covenant or other provision of this Indenture which shall have been included solely for the benefit of
one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other
series.


 


Anything in this Indenture to the contrary notwithstanding,
if more than one series of Securities is Outstanding, the Issuer and any Guarantor shall be entitled to enter into a supplemental indenture
under this 


 






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Section 902 with respect to any one or more series of
Outstanding Securities without entering into a supplemental indenture with respect to any other series of Outstanding Securities.



 


It shall not be necessary for any Act of Holders
of Securities 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.


 


		Section
                              903.	Execution of Supplemental Indentures.



 


As a condition to executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the
trust created by this Indenture, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel
of each of the Issuer and any Guarantor to the effect that the execution of such supplemental indenture is authorized or permitted by
this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by, and is a legal, valid and binding
obligation of, each of the Issuer and any Guarantor, respectively, enforceable against it in accordance with its terms, subject to customary
exceptions. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Upon an Issuer Request, accompanied by the Officer’s
Certificates and Opinions of Counsel provided for in Section 102 and this Section 903, and, if applicable, upon
the filing with the Trustee of evidence of the consent of Holders as aforesaid or as required in this Indenture, the Trustee shall join
with the other parties thereto in the execution of a supplemental indenture, subject to the protection afforded to the Trustee by the
last sentence of the first paragraph of this Section 903.


 


		Section
                              904.	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 a Security theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.


 


		Section
                              905.	Reference in Securities to Supplemental Indentures.



 


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article Nine may bear a notation as to any matter provided
for in such supplemental indenture. If the Issuer shall so determine, new Securities of any series so modified as to conform, in the
opinion of the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered
by the Trustee, upon Issuer Order, in exchange for Outstanding Securities of such series. Failure to make the appropriate notation or
to issue new Securities shall not affect the validity of such supplemental indenture.


 


		Section
                              906.	Conformity with Trust Indenture Act.



 


Unless the Issuer shall determine, based on an
Opinion of Counsel delivered to the Trustee, that the same shall not be required, every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act as then in effect.


 


Article Ten.


 


COVENANTS


 


		Section
                              1001.	Payment of Principal, Premium, Interest and Additional
Amounts.



 


The Issuer covenants and agrees that it will duly
and punctually pay or cause to be paid when due the principal of (including the Redemption Price upon redemption pursuant to Article Eleven
hereof), and premium, if


 






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 any, and interest on each of the Securities at the places, at the respective times and in the manner provided
herein and in the Securities; provided, that the Issuer or Paying Agent may withhold from payments of interest and upon redemption
pursuant to Article Three hereof, Maturity or otherwise, any amounts the Issuer or Paying Agent is required to withhold by
law.


 


		Section
                              1002.	Maintenance of Office or Agency.



 


The Issuer will maintain an office or agency,
where the Securities may be surrendered for registration of transfer or exchange or for presentation for payment or redemption and where
notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. As of the date of this Indenture,
such office shall be the Corporate Trust Office and, at any other time, at such other address as the Trustee may designate from time
to time by notice to the Issuer. The Issuer will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency not designated or appointed by the Trustee. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office.


 


The Issuer may also from time to time designate
co-registrars and one or more offices or agencies where the Securities may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations. The Issuer will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.


 


The Issuer hereby initially designates the Trustee
as Paying Agent, Security Registrar and Transfer Agent, and the Corporate Trust Office shall be considered as one such office or agency
of the Issuer for each of the aforesaid purposes.


 


So long as the Trustee is the Security Registrar,
the Trustee agrees to send, or cause to be sent, the notices set forth in Section 608(6) hereof. If co-registrars have
been appointed in accordance with this Section 1002, the Trustee shall send such notices only to the Issuer and the Holders
of Securities it can identify from its records.


 


		Section
                              1003.	Provisions as to Paying Agent.



 


(1)           If
the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer will
cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 1003: (a) that it will hold all sums held by it as such agent for the payment of the
principal of and premium, if any, or interest on the Securities (whether such sums have been paid to it by the Issuer or by any other
obligor on the Securities) in trust for the benefit of the Holders of the Securities; (b) that it will give the Trustee written
notice of any failure by the Issuer (or by any other obligor on the Securities) to make any payment of the principal of and premium,
if any, or interest on the Securities when the same shall be due and payable; and (c) that at any time during the continuance of
an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust.


 


The Issuer shall, on or before each due date of
the principal of, premium, if any, or interest on the Securities, deposit with the Paying Agent a sum (in funds which are immediately
available on the due date for such payment) sufficient to pay such principal, premium, if any, or interest and (unless such Paying Agent
is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action; provided, that if such deposit
is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date.


 


(2)           If
the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest on
the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such
principal, premium, if any, and interest so becoming due and will promptly notify the Trustee of any failure to take such action and
of any failure by the Issuer (or any other obligor under the Securities) to make any payment of the principal of, premium, if any, or
interest on the Securities when the same shall become due and payable.


 






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(3)           Anything
in this Section 1003 to the contrary notwithstanding, the Issuer may, at any time, for the purpose of obtaining a satisfaction
and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuer
or any Paying Agent hereunder as required by this Section 1003, such sums to be held by the Trustee upon the trusts herein
contained and upon such payment by the Issuer or any Paying Agent to the Trustee, the Issuer or such Paying Agent shall be released from
all further liability with respect to such sums.


 


The Trustee shall not be responsible for the actions
of any other Paying Agents (including the Issuer if acting as its own Paying Agent) and shall have no control of any funds held by such
other Paying Agents.


 


Subject to applicable escheatment laws, any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become
due and payable shall be paid to the Issuer on Issuer Request, or (if then held by the Issuer) shall be discharged from such trust; and
the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall
thereupon cease.


 


		Section
                              1004.	Additional Amounts.



 


In the event that the Issuer is required to make
the payment of Additional Amounts to Holders of Securities pursuant to this Indenture, the Issuer will provide written notice (“Additional
Amounts Notice”) to the Trustee of its obligation to pay Additional Amounts no later than fifteen (15) calendar days prior
to the proposed payment date for Additional Amounts, and the Additional Amount Notice shall set forth the amount of Additional Amounts
to be paid by the Issuer on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder of
Securities to determine the Additional Amounts, or with respect to the nature, extent or calculation of the amount of Additional Amounts
when made, or with respect to the method employed in such calculation of the Additional Amounts.


 


		Section
                              1005.	Corporate Existence.



 


Subject to Article Eight, each of
the Issuer and any Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its (i) existence,
and (ii) rights (by charter and statutory) and franchises; provided, that neither the Issuer nor any Guarantor shall be required
to preserve any such right or franchise if the Board of Directors (or any duly authorized committee of that Board of Directors), as applicable,
shall determine that the preservation of the right or franchise is no longer desirable in the conduct of the business of the Issuer or
any Guarantor, as applicable.


 


		Section
                              1006.	Waiver of Certain Covenants.



 


The Issuer and any Guarantor may omit in any particular
instance to comply with any term, provision or condition set forth in Sections 1005(ii) and 704 with respect to the
Securities of any series and, if expressly provided pursuant to Section 301(16), any additional covenants applicable to the
Securities of such series if, before the time for such compliance, the Holders of a majority in aggregate principal amount of the Outstanding
Securities of such series, by Act of such Holders, either shall waive such compliance in such instance or generally shall have waived
compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except
to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and any Guarantor, as
applicable and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 





		Section
                              1007.	Issuer and Guarantor Statement as to Compliance.



 


Within one hundred twenty (120) calendar days
after the end of each fiscal year of the Issuer, the Issuer and, if applicable, any Guarantor, shall deliver to the Trustee an Officer’s
Certificate (that need not comply with Section 102) signed by any of the principal executive officer, principal financial
officer or principal accounting 



 






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officer of the Issuer and such Guarantor, stating whether or
not the signer has knowledge of any default or Event of Default under this Indenture, and, if so, specifying each default or Event of
Default and the nature and the status thereof, and further stating what action the Issuer has taken, is taking or proposes to take with
respect thereto.


 


The Issuer will deliver to the Trustee, within
thirty (30) calendar days of becoming aware of (i) any default in the performance or observance of any covenant, agreement or condition
contained in this Indenture, or (ii) any Event of Default, an Officer’s Certificate specifying with particularity such default
or Event of Default and further stating what action the Issuer has taken, is taking or proposes to take with respect thereto.


 


Any notice required to be given under this Section 1007
shall be delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.


 


		Section
                              1008.	Calculation of Original Issue Discount.



 


So long as there is any Outstanding Original Issue
Discount Security, the Issuer shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying
the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of
such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal
Revenue Code of 1986, as amended from time to time.


 


		Section
                              1009.	Maintenance of Properties.



 


The Issuer will cause all of its material Properties
used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and
working order, normal wear and tear, casualty and condemnation excepted, and supplied with all necessary equipment, all as in the judgment
of the Issuer may be necessary so that the business carried on in connection with these Properties may be properly conducted in all material
respects at all times; provided, however, that nothing in this Section 1009 shall prevent the Issuer or any
of its Subsidiaries from (1) removing permanently any Property that has been condemned or suffered a casualty loss, if it is in
the best interests of the Issuer, (2) discontinuing maintenance or operation of any Property if, in the judgment of the Issuer,
doing so is in the best interests of the Issuer and is not disadvantageous in any material respect to the holders of the Securities,
or (3) selling or otherwise disposing of any Properties for value in the ordinary course of business.


 


		Section
                              1010.	Insurance.



 


The Issuer will, and will cause each of its Subsidiaries
to, keep in force insurance policies on each of its insurable Properties, issued by responsible companies in such amounts and covering
all such risks as is reasonable as determined by the Issuer in accordance with prevailing market conditions and availability.


 


		Section
                              1011.	Payment of Taxes and Other Claims.



 


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


 





		Section
                              1012.	Limitations on Incurrence of Debt.



 


(1)           Aggregate
Debt Test. The Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt if, immediately after giving effect
to the incurrence of such Debt and any other Debt incurred or repaid since the end of the most recent Reporting Date prior to the incurrence
of such Debt and the application of the proceeds from such Debt and such other Debt on a pro forma basis, the aggregate principal amount
of the Issuer’s 



 






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Debt would exceed 65% of the sum of the following (without duplication):
(1) the Issuer’s Total Assets as of such Reporting Date; (2) the aggregate purchase price of any assets acquired, and
the aggregate amount of proceeds received from any incurrence of other Debt and any securities offering proceeds received (to the extent
such proceeds were not used to acquire assets or used to reduce Debt), by the Issuer or any of its Subsidiaries since the end of the
most recent Reporting Date prior to the incurrence of such Debt; and (3) the proceeds or assets obtained from the incurrence of
such Debt and other securities issued as part of the same transaction on a pro forma basis (including assets to be acquired in exchange
for debt assumption and security issuance as in the case of a merger).


 


(2)           Secured
Debt Test. The Issuer will not, and will not permit any of its Subsidiaries to, incur any Secured Debt if, immediately after giving
effect to the incurrence of such Secured Debt and any other Secured Debt incurred or repaid since the end of the most recent Reporting
Date prior to the incurrence of such Secured Debt and the application of the proceeds from such Secured Debt and such other Secured Debt
on a pro forma basis, the aggregate principal amount of the Issuer’s Secured Debt would exceed forty percent (40%) of the sum of
the following (without duplication): (1) the Issuer’s Total Assets as of such Reporting Date; (2) the aggregate purchase
price of any assets acquired, and the aggregate amount of proceeds received from any incurrence of other Debt and any securities offering
proceeds received (to the extent such proceeds were not used to acquire assets or used to reduce Debt), by the Issuer or any of its Subsidiaries
since the end of the most recent Reporting Date prior to the incurrence of such Debt; and (3) the proceeds or assets obtained from
the incurrence of such Secured Debt and other securities issued as part of the same transaction on a pro forma basis (including assets
to be acquired in exchange for debt assumption and security issuance as in the case of a merger).


 


(3)           Debt
Service Test. The Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt if, immediately after giving effect
to the incurrence of such Debt and the application of the proceeds from such Debt on a pro forma basis, the ratio of EBITDA to Interest
Expense for the four (4) consecutive fiscal quarters ended on the most recent Reporting Date prior to the incurrence of such Debt
would be less than 1.25 to 1.00, and calculated on the following assumptions (without duplication): (1) such Debt and any other
Debt incurred since such Reporting Date and outstanding on the date of determination had been incurred, and the application of the proceeds
from such Debt (including to repay or retire other Debt) had occurred, on the first day of such four-quarter period; (2) the repayment
or retirement of any other Debt since such Reporting Date had occurred on the first day of such four-quarter period; and (3) in
the case of any acquisition or disposition by the Issuer or any of its Subsidiaries of any asset or group of assets since such Reporting
Date, whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred
as of the first day of such four-quarter period with the appropriate adjustments with respect to such acquisition or disposition being
included in such pro forma calculation. If any Debt incurred during the period from such Reporting Date to the date of determination
bears interest at a floating rate, then, for purposes of calculating the Interest Expense, the interest rate on such Debt will be computed
on a pro forma basis as if the average daily rate during such interim period had been the applicable rate for entire relevant four-quarter
period. For purposes of the foregoing, Debt will be deemed to be incurred by a Person whenever such Person creates, assumes, guarantees
or otherwise becomes liable in respect thereof.


 


(4)           Maintenance
of Total Unencumbered Assets. As of each Reporting Date, the Issuer’s Unencumbered Assets will not be less than 125% of the
Issuer’s Unsecured Debt.


 


Article Eleven.


 


REDEMPTION OF SECURITIES


 


		Section
                              1101.	Applicability of Article.



 


Redemption of Securities of any series at the
option of the Issuer as permitted or required by the terms of such Securities shall be made in accordance with the terms of such Securities
and (except as otherwise provided herein or pursuant hereto) this Article.


 





		Section
                              1102.	Election to Redeem; Notice to Trustee.



 


The election of the Issuer to redeem any Securities
shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Issuer of all of the Outstanding
Securities of any series, the Issuer



 






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shall, not less than 15 and not more than 60 days prior to
the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed and, in the event that the Issuer shall determine that the
Securities of any series to be redeemed shall be selected from Securities of such series having the same issue date, interest rate or
interest rate formula, Stated Maturity and other terms (the “Equivalent Terms”), the Issuer shall notify the Trustee
of such Equivalent Terms.


 


If less than all of the Securities of any series
are to be redeemed or if less than all of the Securities of any series with Equivalent Terms are to be redeemed, the Issuer shall, at
least five (5) Business Days prior to giving notice of redemption to the Holders (unless a shorter notice shall be satisfactory
to the Trustee and agreed upon in writing by the Trustee), notify the Trustee of such Redemption Date, the principal amount of Securities
of such series to be redeemed and, if applicable, the Equivalent Terms.


 


In the case of any redemption of Securities (A) prior
to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (B) pursuant
to an election of the Issuer which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture,
the Issuer shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel evidencing compliance with such restriction
or condition.


 


		Section
                              1103.	Selection by Trustee of Securities to be Redeemed.



 


If less than all of the Securities of any series
are to be redeemed or if less than all of the Securities of any series with Equivalent Terms are to be redeemed, the particular Securities
to be redeemed shall be selected in accordance with the applicable procedures of the Depository, and which may provide for the selection
for redemption of portions of the principal amount of Registered Securities of such series; provided, however, that no
such partial redemption shall reduce the portion of the principal amount of a Security of such series not redeemed to less than the minimum
denomination for a Security of such series established herein or pursuant hereto; provided that if the Securities of such series
are represented by one or more global Securities, interests in such global Securities shall be selected for redemption by the Depository
in accordance with its standard procedures therefor.


 


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


 


Unless otherwise specified in or pursuant to this
Indenture or the Securities of any series, if any Security selected for partial redemption is converted or exchanged for Common Equity
or other securities or property in part before termination of the conversion or exchange right with respect to the portion of the Security
so selected, the converted or exchanged portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.


 


		Section
                              1104.	Notice of Redemption.



 


Notice of redemption shall be given in the manner
provided in Section 106, not less than 15 nor more than 60 days prior to the Redemption Date, unless a shorter period is
specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice in the manner herein
provided to the Holder of any Registered Securities designated for redemption as a whole or in part, or any defect in the notice to any
such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portions thereof.


 


Any notice that is sent to the Holder of any Registered
Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives
the notice.


 


All notices of redemption shall state:


 


(1)           the
Redemption Date;


 






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(2)           the
Redemption Price, or if not then ascertainable, the manner of calculation thereof;


 


(3)           if
less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Security or Securities to be redeemed;


 


(4)           that,
in case any Security is to be redeemed in part only, on and after the Redemption Date, upon surrender of such Security, the Holder of
such Security will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof
remaining unredeemed;


 


(5)           that,
on the Redemption Date, the Redemption Price shall become due and payable upon each such Security or portion thereof to be redeemed,
together (if applicable) with accrued and unpaid interest, if any, thereon (subject, if applicable, to the proviso to the first paragraph
of Section 1106), and, if applicable, that interest thereon shall cease to accrue on and after said date;


 


(6)           the
place or places where such Securities, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price
and any accrued interest and Additional Amounts pertaining thereto;


 


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


 


(8)           in
the case of Securities of any series that are convertible or exchangeable into shares of Common Equity or other securities or property,
the then current conversion or exchange price or rate, the date or dates on which the right to convert or exchange the principal of the
Securities of such series to be redeemed will commence or terminate, as applicable, and the place or places where and the Persons to
whom such Securities may be surrendered for conversion or exchange;


 


(9)           the
CUSIP number, Common Code or ISIN number of such Securities, if any (or any other numbers used by a Depository to identify such Securities);
and


 


(10)          if
the Redemption Price or any portion thereof shall be payable, at the option of the Issuer or any Holders, in shares of Common Equity,
cash or in other securities or property (or a combination thereof), a statement as to whether the Issuer has elected to pay the Redemption
Price in shares of Common Equity, cash or in other securities or property (or a combination thereof) and, if applicable, the portion
of the Redemption Price that is to be paid in shares of Common Equity, cash or in other securities or property.


 


Notice of redemption of Securities to be redeemed
at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request with five (5) Business Days prior written
notice (or such shorter notice as shall be acceptable to the Trustee), by the Trustee in the name and at the expense of the Issuer, which
request shall set forth the information to be contained in such notice of redemption.


 


		Section
                              1105.	Deposit of Redemption Price.



 


At or prior to 11:00 am (local time in New York
City) on any Redemption Date, the Issuer shall deposit, with respect to the Securities of any series called for redemption pursuant to
Section 1104, with the Trustee or with a Paying Agent (or, if the Issuer, any Guarantor or any Affiliate of the Issuer or
any Guarantor is acting as Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the
applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date,
unless otherwise specified pursuant to Section 301 for or in the Securities of such series) any accrued interest on and Additional
Amounts with respect to, all such Securities or portions thereof which are to be redeemed on that date.


 





		Section
                              1106.	Securities Payable on Redemption Date.



 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, together
with (unless otherwise provided with respect to the Securities of such series pursuant to Section 301) accrued and unpaid
interest, 



 






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if any, thereon and from and after such date (unless the Issuer
shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Issuer at the Redemption
Price, together with, unless otherwise provided in or pursuant to this Indenture, any accrued and unpaid interest thereon and Additional
Amounts with respect thereto to but excluding the Redemption Date; provided, however, except as otherwise specified in
or pursuant to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 307.


 


If any Security called for redemption shall not
be so paid, or funds set aside for payment, on the Redemption Date, the principal and any premium, until paid, shall bear interest from
the Redemption Date at the rate prescribed therefor in the Security or, if no rate is prescribed therefor in the Security, at the rate
of interest, if any, borne by such Security.


 


		Section
                              1107.	Securities Redeemed in Part.



 


Any Registered Security which is to be redeemed
only in part shall be surrendered at any Office or Agency for such Security (with, if the Issuer or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing) and the Issuer shall execute and the Trustee shall authenticate and deliver, upon Issuer Order,
to the Holder of such Security without service charge, a new Registered Security or Securities of the same series, containing identical
terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered. If a Security in global form is so surrendered, the Issuer
shall execute, and the Trustee shall authenticate and deliver, upon Issuer Order, to the Depository for such Security in global form
as shall be specified in the Issuer Order with respect thereto to the Trustee, without service charge, a new Security in global form
in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered.


 


Article Twelve.


 


SINKING FUNDS


 


		Section
                              1201.	Applicability of Article.



 


The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of a series, except as otherwise permitted or required in or pursuant to this Indenture
or any Security of such series issued pursuant to this Indenture.


 


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any
payment in excess of such minimum amount provided for by the terms of Securities of such series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such series and this Indenture.


 





		Section
                              1202.	Satisfaction of Sinking Fund Payments with Securities.



 


The Issuer may, in satisfaction of all or any
part of any sinking fund payment with respect to the Securities of any series to be made pursuant to the terms of such Securities (1) deliver
Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities in
respect of which cash shall have been released to the Issuer), and (2) apply as a credit Securities of such series which have been
redeemed either at the election of the Issuer pursuant to the terms of such series of Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, provided that such Securities 



 






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have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery
or credit of Securities of any series in lieu of cash payments pursuant to this Section 1202, the principal amount of Securities
of such series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities
of such series for redemption, except upon Issuer Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied
to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the written
request of the Issuer from time to time pay over and deliver to the Issuer any cash payment so being held by the Trustee or such Paying
Agent upon delivery by the Issuer to the Trustee of Securities of that series purchased by the Issuer having an unpaid principal amount
equal to the cash payment requested to be released to the Issuer.


 


		Section
                              1203.	Redemption of Securities for Sinking Fund.



 


Not less than 75 days prior to each sinking fund
payment date for any series of Securities, the Issuer shall deliver to the Trustee an Officer’s Certificate specifying the amount
of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 1202, the basis for such credit and the optional amount, if any, to be added
in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and
not theretofore delivered. If such Officer’s Certificate shall specify an optional amount to be added in cash to the next ensuing
mandatory sinking fund payment, the Issuer shall thereupon be obligated to pay the amount therein specified. Not less than 60 days before
each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense
of the Issuer in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 


Article Thirteen.


 


REPAYMENT AT THE OPTION OF HOLDERS


 


		Section
                              1301.	Applicability of Article.



 


Securities of any series which are repayable at
the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such
series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities
before their Stated Maturity, for purposes of Section 309, shall not operate as a payment, redemption or satisfaction of
the indebtedness represented by such Securities unless and until the Issuer, at its option, shall deliver or surrender the same to the
Trustee with a direction that such Securities be cancelled. If specified with respect to the Securities of a series as contemplated by
Section 301, in connection with any repayment of Securities, the Issuer may arrange for the purchase of any Securities by
an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities
on or before the applicable repayment date an amount not less than the repayment price payable by the Issuer on repayment of such Securities,
and the obligation of the Issuer to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.


 


Unless otherwise expressly stated in this Indenture
or pursuant to Section 301 with respect to the Securities of any series or unless the context otherwise requires, all references
in this Indenture to the repayment of Securities at the option of the Holders thereof (and all references of like import) shall be deemed
to include a reference to the repurchase of Securities at the option of the Holders thereof.


 





Article Fourteen.


 


SECURITIES IN FOREIGN CURRENCIES


 






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		Section
                              1401.	Applicability of Article.



 


Whenever this Indenture provides for (i) any
action by, or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities are
denominated in the same Currency or (ii) any distribution to Holders of Securities of any series in which not all of such Securities
are denominated in the same Currency, in the absence of any provision to the contrary in or pursuant to this Indenture or the Securities
of such series and in accordance with the Depository’s procedures, any amount in respect of any Security denominated in a Currency
other than Dollars shall be treated for any such action, determination or distribution as that amount of Dollars that could be obtained
for such amount on such reasonable basis of exchange and as of the record date with respect to Registered Securities of such series (if
any) for such action, determination or distribution (or, if there shall be no applicable record date, such other date reasonably proximate
to the date of such distribution) as the Issuer may specify in a written notice to the Trustee or, in the absence of such written notice,
as the Trustee may determine.


 


		Section
                              1402.	Monies of Different Currencies to be Segregated.



 


The Trustee shall segregate monies, funds and
accounts held by the Trustee hereunder in one currency from any monies, funds or accounts in any other currencies, notwithstanding any
provision herein which would otherwise permit the Trustee to commingle such accounts.


 


Article Fifteen.


 


GUARANTEE
OF SECURITIES


 


		Section
                              1501.	Guarantee.



 


(1)           Each
Person who may become a “Guarantor” with respect to any series of Securities to which this Article Sixteen is
made applicable, irrevocably and unconditionally guarantees (the “Guarantee”) to each Holder of a Security of such
series authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Securities of such series, the obligations of the Issuer under this Indenture or the Securities
of such series or irrespective of restrictions of any kind on the Issuer’s performance of its obligations under the Securities,
and waiving all rights of objection and defense arising from the Securities, that: (i) the principal of and premium, if any, and
interest on the Securities of such series will be paid in full when due, whether at the Stated Maturity or Interest Payment Date, by
acceleration, call for redemption, or otherwise; (ii) all other obligations of the Issuer to the Holders of such series or the Trustee
under this Indenture or the Securities of such series will be promptly paid in full, all in accordance with the terms of this Indenture
and the Securities of such series; and (iii) in case of any extension of time of payment or renewal of any Securities of such series
or any of such other obligations thereunder, they will be paid in full when due in accordance with the terms of the extension or renewal,
whether at the Stated Maturity or Interest Payment Date, by acceleration, call for redemption, or otherwise. Failing payment when due
of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay the same before failure so to pay becomes an
Event of Default with respect to Securities of any series. If the Issuer defaults in the payment of the principal of or premium, if any,
or interest on the Securities of a series so guaranteed when and as the same shall become due, whether at the Stated Maturity or Interest
Payment Date, by acceleration, call for redemption, or otherwise, without the necessity of action by the Trustee or any Holder, each
Guarantor with respect to such series shall be required to promptly make such payment in full. The obligations of all Guarantors under
this Article Sixteen shall be joint and several.


 


(2)           Each
Guarantor agrees with respect to Securities of any series that its obligations with regard to this Guarantee shall be as principal and
not merely as surety and shall be full, irrevocable and unconditional, irrespective of the validity, regularity or enforceability of
the Securities of such series or this Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing
upon or failures to obtain or realize upon collateral, the recovery of any judgment against the Issuer, any action to enforce the same
or any other circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor. Each
Guarantor with respect to Securities of any series hereby waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or right to require
the prior disposition of the assets of the Issuer to meet its obligations, protest, notice and all demands whatsoever and covenants that
this Guarantee will not be discharged except by complete performance of all obligations contained in the Securities of such series and
this Indenture as it


 






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relates to such series of Securities. Each Guarantee is a guaranty of payment and not of collection. The obligations
of any Guarantor under this Guarantee will constitute direct, unsecured and unsubordinated obligations of such Guarantor and any Guarantor
undertakes that its obligations hereunder will rank pari passu with all other present or future direct, unsecured and unsubordinated
obligations of the Guarantor, save for such obligations as may be mandatorily preferred by law.


 


(3)           Any
such Guarantee will be a guarantee of payment and not merely of collection and it shall continue in full force and effect by way of continuing
security until all principal, premium, if any, and interest, if any, (including any Additional Amounts required to be paid in accordance
with the terms and conditions of the series of Securities so guaranteed) have been paid in full and all other actual or contingent obligations
of the Issuer in relation to the series of Securities so guaranteed or under the Indenture have been satisfied in full. Notwithstanding
the foregoing, if any payment received by any Holder is, on the subsequent bankruptcy or insolvency of the Issuer, avoided under any
applicable laws, including, among others, laws relating to bankruptcy or insolvency, such payment will not be considered as having discharged
or diminished the liability of any Guarantor and any such Guarantee will continue to apply as if such payment had at all times remained
owing by the Issuer.


 


(4)           If
any Holder of Securities of a series or the Trustee is required by any court or otherwise to return to any of the Issuer or a Guarantor
with respect to Securities of that series, or any custodian, trustee, or similar official acting in relation to any of the Issuer or
a Guarantor, any amount paid by any of the Issuer or a Guarantor to the Trustee or such Holder with respect to Securities of that series,
the Guarantee with respect to Securities of that series, to the extent theretofore discharged, shall be reinstated in full force and
effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of Securities of a
series in respect of any obligations guaranteed hereby until payment in full of all obligations of Securities of such series. Each Guarantor
further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Section 502 for the purposes of a Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration as to the Issuer of the obligations so guaranteed, and (ii) in
the event of any declaration of acceleration of those obligations as provided in Section 502, those obligations (whether
or not due and payable) will forthwith become due and payable by the Guarantors with respect to Securities of a series for purposes of
the Guarantee.


 


(5)           Each
Guarantor and by its acceptance of a Security issued hereunder each Holder hereby confirms that it is the intention of all such parties
that the Guarantee by each Guarantor set forth in Section 1601(1) not constitute a fraudulent transfer or conveyance
for purpose of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal
or state law. To effectuate the foregoing intention, the Holders and all Guarantors hereby irrevocably agree that the obligations of
each of the Guarantors under the Guarantee set forth in Section 1601(1) shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from
or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or
pursuant to the next succeeding sentence, result in the obligations of such Guarantor under such Guarantee not constituting such a fraudulent
transfer or conveyance. Each Guarantor that makes any payment or distribution under Section 1601(1) shall be entitled
to a contribution from each other Guarantor equal to its Pro Rata Portion of such payment or distribution. For purposes of the foregoing,
the “Pro Rata Portion” of any Guarantor means the percentage of net assets of all Guarantors held by such Guarantor, determined
in accordance with GAAP.


 


(6)           It
is the intention of the parties that the obligations of the Guarantors shall be in, but not in excess of, the maximum amount permitted
by applicable law. Accordingly, if the obligations in respect of the Guarantee would be annulled, avoided or subordinated to the creditors
of any Guarantor by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination
both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, such Guarantor was insolvent
or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of such Guarantor under such
Guarantee shall be reduced by such court if and to the extent such reduction would result in the avoidance of such annulment, avoidance
or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount
as is strictly necessary to reach such result. For purposes of this paragraph, “fair consideration,” “insolvency,”
 “unable to pay its debts as they mature,” “unreasonably small capital” 


 






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and the effective times of reductions,
if any, required by this paragraph shall be determined in accordance with applicable law.


 


(7)           If
the obligations of any Guarantor are reduced pursuant to Section 1601(5) or 1601(6) above, such reduction
shall be applied proportionately with respect to all Securities (of whatever series) guaranteed under Section 1601, in accordance
with the respective outstanding principal amount of such Securities so guaranteed (or, if any Securities are Original Issue Discount
Securities, the accreted value of such Securities) and being then due upon the acceleration of the payment of such Securities.


 


		Section
                              1502.	Future Guarantors.



 


Each Person providing a guarantee of any Security
of a series pursuant to this Indenture shall execute and deliver a supplemental indenture making such Person a party to this Indenture
for the purpose of becoming a Guarantor.


 


		Section
                              1503.	Delivery of Guarantee.



 


The delivery of any Security of a series by the
Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in Section 1601
on behalf of each Guarantor for that series.


 


[Signature pages follow]


 






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


 


	 	AvalonBay
    Communities, Inc.,
	 	as Issuer
	 	 	 
	 	By:	/s/ Kevin P. O’Shea
	 	Name:	Kevin P. O’Shea
	 	Title:	Chief Financial Officer




 






     


     


    







 


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


 





	 	The
    Bank of New York Mellon,
	 	as Trustee, Registrar, Paying Agent and Transfer Agent
	 	 	 
	 	By:	/s/ Francine Kincaid
	 	Name:	Francine Kincaid
	 	Title:	Vice President