EXHIBIT 4.9 


PEAPACK-GLADSTONE FINANCIAL CORPORATION,


Issuer 


to


[NAME OF TRUSTEE],


Trustee 


 


 



SUBORDINATED DEBT INDENTURE


 


 



Dated as of             ,
20    


Subordinated Debt Securities


 


Reconciliation and tie between


Trust Indenture Act of 1939 (the “Trust
Indenture Act”)


and Indenture


 


	Trust Indenture Act Section	 	Indenture Section	 
	§310(a)(1)	 	 	6.07	 
	(a)(2)	 	 	6.07	 
	(b)	 	 	6.08	 
	§312(a)	 	 	7.01	 
	(b)	 	 	7.02	 
	(c)	 	 	7.02	 
	§313(a)	 	 	7.03	 
	(b)(2)	 	 	7.03	 
	(c)	 	 	7.03	 
	(d)	 	 	7.03	 
	§314(a)	 	 	7.04	 
	(c)(1)	 	 	1.02	 
	(c)(2)	 	 	1.02	 
	(e)	 	 	1.02	 
	




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	(f)	 	 	1.02	 
	§316(a) (last sentence)	 	 	1.01	 
	(a)(1)(A)	 	 	5.02, 5.12	 
	(a)(1)(B)	 	 	5.13	 
	(b)	 	 	5.08	 
	§317(a)(1)	 	 	5.03	 
	(a)(2)	 	 	5.04	 
	(b)	 	 	10.03	 
	§318(a)	 	 	1.08	 



 


 



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




SUBORDINATED DEBT INDENTURE, dated as
of __________, 20__ (the “Indenture”), between Peapack-Gladstone Financial Corporation, a corporation duly organized
and existing under the laws of the State of Jersey (hereinafter called the “Company”), having its principal executive
office located at 500 Hills Drive, Suite 300, Bedminster, New Jersey 07921, and ________, a banking association duly organized
and existing under the laws of ___________ (hereinafter called the “Trustee”).


RECITALS 


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


The Company has duly authorized the execution
and delivery of this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with
its terms, have been done.


This Indenture is subject to the provisions
of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated
thereunder that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions.


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 and any Coupons (as herein defined) as follows:


ARTICLE ONE 


DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION 


Section 1.01. Definitions.


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



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(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.


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


“Additional Amounts” means
any additional amounts which are required by this Indenture or by any Security, or by the terms of any Security established pursuant
to Section 3.01, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes, duties,
levies, imposts, assessments or other governmental charges imposed on Holders specified herein or therein.


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


“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 6.11 to act on behalf of the Trustee to authenticate Securities of
one or more series.


“Authorized Newspaper” means
a newspaper, in an official language of the place of publication or in the English language, customarily published on each day
that is a Business Day in the place of publication, whether or not published on days that are not Business Days in the place of
publication, and of general circulation in each place in connection with which the term is used or in the financial community of
each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may
be made in the same or in different newspapers in the same place meeting the foregoing requirements and in each case on any day
that is a Business Day in the place of publication.


“Bearer Security” means any
Security in the form established pursuant to Section 2.01 which is payable to bearer.


“Board of Directors” means
the board of directors of the Company or any committee of that board duly authorized to act generally or in any particular respect
for the Company hereunder. The term “board of directors” means the board of directors of the Company and does not include
committees of the board of directors.



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


“Business Day” means, unless
otherwise specified with respect to the Securities of any series pursuant to Section 3.01, any day other than a Saturday,
Sunday or other day on which banking institutions in the City of New York or the City of Yonkers 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 3.01 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.


“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 Stock” includes any
stock of any class of the Company 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 Company and which is not subject to redemption by the Company.


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


“Company Request” and “Company
Order” mean, respectively, a written request or order, as the case may be, signed in the name of the Company by the Chairman,
the Chief Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Company, and delivered to the Trustee.


“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 the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office
at the dated hereof is located at                                         ,
or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time
by notice to the Holders and the Company).


“Corporation” includes corporations,
partnerships, associations, limited liability companies and other companies, and business trusts.


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


“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.


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


“Depositary” means, with
respect to any Security issuable or issued in the form of one or more global Securities, the Person designated as depositary by
the Company in or pursuant to this Indenture, and, unless otherwise provided with respect to any Security, any successor to such
Person. If at any time there is more than one such Person, “Depositary” shall mean, with respect to any Securities,
the depositary which has been appointed with respect to such Securities.



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“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.


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


“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” mean, unless otherwise specified with respect to any series of Securities pursuant to Section 3.01,
such accounting principles as are generally accepted in the United States of America as of the date or time of any computation
required hereunder.


“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 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), are not callable or redeemable
at the option of the issuer or issuers thereof, and shall also include a depositary 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 depositary 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 depositary 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 depositary receipt.


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


“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 and any Coupon appertaining thereto established pursuant to Section 3.01 (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 3.01, 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.


“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.



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“Judgment Currency” has the
meaning specified in Section 1.16.


“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 or by declaration of acceleration,
upon redemption at the option of the Company, 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 1.16.


“Office” or “Agency”,
with respect to any Securities, means an office or agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 10.02 or any other office or agency of the Company maintained or designated for such Securities
pursuant to Section 10.02 or, to the extent designated or required by Section 10.02 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.


“Officers’ Certificate”
means a certificate signed by the Chairman, the Chief Executive Officer, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, that 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 Company or other counsel who shall be reasonably acceptable
to the Trustee, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust
Indenture Act.


“Original Issue Discount Security”
means a Security issued pursuant to this Indenture which provides for an amount less than the principal face amount thereof to
be due and payable upon declaration of acceleration pursuant to Section 5.02.


“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 the Security Registrar or delivered to the Trustee or the Security Registrar
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 Stock or other securities or property, Common Stock 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 4.02) with the Trustee or any Paying Agent (other than the Company) in trust
or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such
Securities and any Coupons appertaining thereto, 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 Company has effected defeasance or covenant defeasance pursuant to Section 4.02, except
to the extent provided in Section 4.02; 


(d)          any
such Security which has been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, 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 Company; and



(e)          any
such Security converted or exchanged as contemplated by this Indenture into Common Stock or other securities or property, if the
terms of such Security provide for such conversion or exchange pursuant to Section 3.01; 


provided, however, that in determining whether the
Holders of the requisite 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 declared (or shall have been declared to be) due and payable upon a declaration of acceleration thereof pursuant
to Section 5.02 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 face
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 Company or any other obligor upon the Securities or any Affiliate of the Company 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, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes 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 Company or any other obligor upon the
Securities or any Coupons appertaining thereto or an Affiliate (other than a Trust) of the Company or such other obligor.



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


“Person” and “person”
mean any individual, corporation, partnership, association, limited liability company, other company, business trust, joint venture,
joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.


“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 3.06
in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or any Security to which a mutilated, destroyed,
lost or stolen Coupon appertains shall be deemed to evidence the same indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon appertains.


“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 2.01 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 record date for the payment of such interest.


“Required Currency” has the
meaning specified in Section 1.16.


“Responsible Officer” means,
when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and
who shall have direct responsibility for the administration of this Indenture.


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



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


“Senior Indebtedness” means
the principal of, and premium, if any, and interest, including interest accruing after the commencement of any bankruptcy proceeding
relating to the Company, on, or substantially similar payments the Company makes in respect of the following categories of debt,
whether that debt is outstanding at the date of execution of the applicable indenture or thereafter incurred, created or assumed.


(1) other indebtedness of the Company
evidenced by notes, debentures, or bonds or other securities issued under the provisions of any indenture, fiscal agency agreement,
note purchase agreement or other agreement, including any senior debt securities that may be offered;


(2) indebtedness of the Company for money
borrowed or represented by purchase-money obligations, as defined below;


(3) the Company’s obligations as
lessee under leases of property either made as part of a sale and leaseback transaction to which it is a party or otherwise;


(4) indebtedness, obligations and liabilities
of others in respect of which the Company is liable contingently or otherwise to pay or advance money or property or as guarantor,
endorser or otherwise or which it has agreed to purchase or otherwise acquire and indebtedness of partnerships and joint ventures
which is included in the Company’s consolidated financial statements;


(5) reimbursement and other obligations
relating to letters of credit, bankers’ acceptances and similar obligations;


(7) obligations under various hedging
arrangements and agreements, including interest rate and currency hedging agreements;


(8) all of the Company’s obligations
issued or assumed as the deferred purchase price of property or services, but excluding trade accounts payable and accrued liabilities
arising in the ordinary course of business; and


(9) deferrals, renewals or extensions
of any of the indebtedness or obligations described in clauses (1) through (8) above.


However, clauses (1) through (9) above
exclude:


		·	any indebtedness, obligation or liability referred to in clauses (1) through (9) above
as to which, in the instrument creating or evidencing that indebtedness, obligation or liability, it is expressly provided that
the indebtedness, obligation or liability is not senior in right of payment to the Securities or ranks equally with the Securities;
and 



		·	any indebtedness, obligation or liability which is subordinated to indebtedness of the Company
to substantially the same extent as or to a greater extent than the Securities are subordinated. 



As used above, the term “purchase
money obligations” means indebtedness, obligations or guarantees evidenced by a note, debenture, bond or other instrument,
whether or not secured by a lien or other security interest, and any deferred obligation for the payment of the purchase price
of property but excluding indebtedness or obligations for which recourse is limited to the property purchased, issued or assumed
as all or a part of the consideration for the acquisition of property or services, whether by purchase, merger, consolidation or
otherwise, but does not include any trade accounts payable.


“Significant Subsidiary”
means any Subsidiary of the Company which is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated
by the Commission (as such rule is in effect on the date of this Indenture).



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


“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.


“Subordination Provisions”,
when used with respect to the Securities of any series, shall have the meaning established pursuant to Section 3.01(25) with
respect to the Securities of such series.


“Subsidiary” means a corporation
or a partnership or a limited liability company a majority of the outstanding voting stock or partnership or membership interests,
as the case may be, of which is owned or controlled, directly or indirectly, by the Company or by one or more other Subsidiaries
of the Company. For the purposes of this definition, “voting stock” means stock having voting power for the election
of directors, or trustees, as the case may be, whether at all times or only so long as no senior class of stock has voting power
by reason of any contingency.


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof
shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to
time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the
case may be.


“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.


“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.


“United States Alien”, except
as otherwise provided in or pursuant to this Indenture or any Security, means any Person who, for United States Federal income
tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.


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


Section 1.02. Compliance Certificates
and Opinions.


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


Section 1.03. Form of Documents
Delivered to Trustee.


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



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Any certificate or opinion of an officer
of the Company 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 with respect to the matters upon which his 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 Company, 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 Company unless such 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 1.04. Acts of Holders.


(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. If, but only if, Securities of a series are issuable as Bearer Securities, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made,
given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders
of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting
of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination
of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or instruments 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 and the Company and any agent of the Trustee or the Company, 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 15.06.


Without limiting the generality of this
Section 1.04, unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depositary 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 Depositary 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 Depositary’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.


(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) The ownership, principal amount and
serial numbers of Bearer Securities held by any Person, and the date of the commencement and the date of the termination of holding
the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company,
bank, banker or other depositary reasonably acceptable to the Company, wherever situated, if such certificate shall be deemed by
the Company and the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit
of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Company and the Trustee to be satisfactory.
The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate
or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is
produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security,
or (4) such Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities
held by the Person so executing such instrument or writing and the date of the commencement and the date of the termination of
holding the same may also be proved in any other manner which the Company and the Trustee deem sufficient.



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(5) If the Company shall solicit from
the Holders of any Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the
Company 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 or 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 months after the record date.


(6) 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 or the Company in reliance
thereon, whether or not notation of such Act is made upon such Security.


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


Any request, demand, authorization, direction,
notice, consent, waiver or other 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 the
Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at
its Corporate Trust Office, or


(2) the Company by the Trustee or any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to the attention of its Treasurer at the address of its principal office specified in
the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.


Section 1.06. 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,


(1) such notice shall be sufficiently
given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at his 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; and


(2) such notice shall be sufficiently
given to Holders of Bearer Securities, if any, if published in an Authorized Newspaper in the City of New York and, if such Securities
are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise
the Trustee that such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier
than the earliest date and the second such publication not later than the latest date prescribed for the giving of such notice.


In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities 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 shall constitute a sufficient notification for every purpose
hereunder.



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In case by reason of the suspension of
publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish
any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be
given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither
failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above.


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 1.07. Language of Notices.


Any request, demand, authorization, direction,
notice, consent, election or waiver required or permitted under this Indenture shall be in the English language, except that, if
the Company so elects, any published notice may be in an official language of the country of publication.


Section 1.08. Conflict with Trust
Indenture Act.


If any provision hereof limits, qualifies
or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof,
such required provision shall control.


Section 1.09. Effect of Headings
and Table of Contents.


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


Section 1.10. Successors and
Assigns.


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


Section  1.11. Separability Clause.


In case any provision in this Indenture,
any Security or any Coupon 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 1.12. Benefits of Indenture.


Nothing in this Indenture, any Security
or any Coupon, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying
Agent and their successors hereunder and the Holders of Securities or Coupons, and the holders of Senior Indebtedness with respect
to such series, any benefit or any legal or equitable right, remedy or claim under this Indenture.


Section 1.13. Governing Law.


This Indenture, the Securities and any
Coupons shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or
instruments entered into and, in each case, performed in said State.


Section 1.14. 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 at any Place of Payment,
then (notwithstanding any other provision of this Indenture, any Security or any Coupon other than a provision in any Security
or Coupon or in the Board Resolution, Officers’ Certificate or supplemental indenture establishing the terms of any Security
that specifically states that such provision shall apply in lieu hereof) payment need not be made at such Place of Payment on such
date, but such payment may be made on the next succeeding day that is a Business Day at such Place of Payment 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 on the amount payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, Maturity or other payment date, as the case may be, to the next succeeding Business Day.



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Section 1.15. 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.


Section 1.16. Judgment Currency.


The Company 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 that 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 1.16 shall not be applicable with respect to any payment due on a Security
which is payable in Dollars.


Section 1.17. Extension of Payment
Dates.


In the event that (i) the terms
of any Security or Coupon appertaining thereto established in or pursuant to this Indenture permit the Company 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 or Coupon is due and payable and (ii) the due date for any 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 1.18. Immunity of Stockholders,
Directors, Officers and Agents of the Company.


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 stockholder, employee, officer or director, as such, of the Company or of any predecessor
or successor, either directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue
of the Securities.


Section 1.19. Waiver of Jury Trial.


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



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Section 1.20. Force Majeure.


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


ARTICLE TWO 


SECURITIES FORMS 


Section 2.01. Forms Generally.


Each Registered Security, Bearer Security,
Coupon 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 Officers’ 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 Company executing
such Security or Coupon as evidenced by the execution of such Security or Coupon.


Unless otherwise provided in or pursuant
to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons.


Definitive Securities and definitive
Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or
steel engraved borders or may be produced in any other manner, all as determined by the officer of the Company executing such Securities
or Coupons, as evidenced by the execution of such Securities or Coupons.


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


Subject to Section 6.11, 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.


 


	 	 
	as Trustee	 
	 	 	 
	 	 	 
	By: 	 	 
	 	Authorized Signatory	 


 


Section 2.03. Securities in Global
Form.


Unless otherwise provided in or pursuant
to this Indenture or any Securities, the Securities shall not 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 number of such Securities shall represent the
aggregate amount of all Outstanding Securities of such series (or such lesser 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 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 amount, or any increase or decrease in the 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 3.01 with respect to such Security or in the Company Order to be delivered pursuant to Section 3.03
or 3.04 with respect thereto. Subject to the provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee
shall deliver and redeliver any Security in global form in the manner and upon instructions given by the Person or Persons specified
therein or pursuant to Section 3.01 with respect to such Security or in the applicable Company Order. If a Company Order pursuant
to Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security
in global form shall be in writing but need not be accompanied by or contained in an Officers’ 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 3.05, 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 in the principal amount thereto
resulting from such exchanges and shall take such other actions, all as contemplated by Section 3.05.



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Notwithstanding the provisions of Section 3.07,
unless otherwise specified in or pursuant to this Indenture or any Securities, 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 or
Persons specified therein.


Notwithstanding the provisions of Section 3.08
and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of
a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global
Security in bearer form, the Person or Persons specified pursuant to Section 3.01.


ARTICLE THREE 


THE SECURITIES 


Section 3.01. Amount Unlimited;
Issuable in Series.


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


The Securities shall be subordinated
in right of payment to Senior Indebtedness as provided in Article 16.


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 Officers’ 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;


(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
Sections 3.04, 3.05, 3.06, 9.05 or 11.07, 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 Stock or other securities or property pursuant
to its terms), and if such series may be reopened from time to time for the issuance of additional Securities of such series or
to establish additional terms of such series;


(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;


(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 3.05, (iii) the
name of the Depositary with respect to any such global Security and (iv) if applicable and in addition to the Persons specified
in Section 3.05, 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 2.03;



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(5) if any of such Securities are to
be issuable as Bearer Securities, the date as of which any such Bearer Security shall be dated (if other than the date of original
issuance of the first of such Securities to be issued);


(6) if any of such Securities are to
be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form payable
in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive
Securities shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its
account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment
received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date;


(7) 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 such Securities
is payable;


(8) 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;


(9) if in addition to or other than the
City of New York, 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 and notices or demands to or upon
the Company in respect of such Securities and this Indenture may be served;


(10) whether any of such Securities are
to be redeemable at the option of the Company and, if so, the date or dates on which, the period or periods within which, the price
or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option
of the Company;


(11) if the Company is obligated to redeem
or purchase any of such Securities pursuant to any sinking fund or analogous provision 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 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;


(12) the denominations in which any of
such Securities that are Registered Securities shall be issuable if other than denominations of $1,000 and any integral multiple
thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination
of $5,000;


(13) whether the Securities of the series
will be convertible into and/or exchangeable for Common Stock or other securities or property, 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 to this
Indenture to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof;


(14) if other than the 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 5.02 or the method by which such portion is to be determined;


(15) if other than Dollars, 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;


(16) 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 Company
or a Holder thereof or otherwise, in Dollars or in a Foreign 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 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 Company or a Holder thereof or otherwise, in a Foreign Currency;



    	-16-



    	 



    




(17) 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;


(18) any deletions from, modifications
of or additions to the Events of Default or covenants of the Company with respect to any of such Securities (whether or not such
Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and if Section 10.07
shall be applicable with respect to any such additional covenants;


(19) if any one or more of Section 4.01
relating to satisfaction and discharge, Section 4.02(2) relating to defeasance or Section 4.02(3) relating to covenant
defeasance shall not be applicable to the Securities of such series, and any covenants in addition to or other than those specified
in Section 4.02(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities
of such series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if
the Company’s obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to
Section 4.01 or to defeasance or covenant defeasance pursuant to Section 4.02, and, if the Holders of such Securities
have the right to convert or exchange such Securities into Common Stock or other securities or property, if the right to effect
such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 4.01 or to defeasance or covenant
defeasance pursuant to Section 4.02, 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 the Securities of such series;


(20) 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;


(21) 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;


(22) whether and under what circumstances
the Company will pay Additional Amounts on such Securities to any holder who is a United States Alien in respect of any tax, assessment
or other government charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such
Additional Amounts;


(23) if there is more than one Trustee,
the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent
with respect to such Securities;


(24) the Person to whom any interest
on any Registered Security of such series shall be payable, if other than the Person in whose name the Registered Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner
in which, or the Person to whom, any interest on any Bearer Security of such series shall be payable, if other than upon presentation
and surrender of the Coupons appertaining thereto as they severally mature, 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;


(25) whether and to what extent the Securities
shall be guaranteed by any Person or Persons;


(26) the terms pursuant to which the
Securities of such series will be made subordinate in right of payment to Senior Indebtedness, the definition of such Senior Indebtedness
with respect to such series and any changes in Article Sixteen with respect to such series; and a Board Resolution, Officers’
Certificate or supplemental indenture, as the case may be, establishing the terms of such series shall expressly state which articles,
sections or other provisions thereof constitute the “Subordination Provisions” with respect to the Securities of such
series; and



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(27) any other terms of such Securities
and any deletions from or modifications or additions to this Indenture in respect of such Securities.


All Securities of any one series and
all Coupons, if any, appertaining to Bearer Securities of such series shall be substantially identical except as to Currency of
payments due thereunder, denomination and the rate of interest, or method of determining the rate of interest, if any, Maturity,
and the date from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to
the Board Resolution and set forth in the Officers’ 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 telephonic or written order of persons designated
in the Board Resolution, Officers’ Certificate or supplemental indenture, as the case may be, pertaining to such series of
Securities (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to
determine, consistent with such Board Resolution, Officers’ Certificate or supplemental indenture, such terms and conditions
of the Securities of such series as are specified in such Board Resolution, Officers’ Certificate or supplemental indenture.
All Securities of any one series need not be issued at the same time and, if so provided by the Company as contemplated by this
Section 3.01, a series may be reopened from time to time without 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 a Board Resolution, the Board Resolution shall be delivered
to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.


Section 3.02. 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 denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities denominated in Dollars shall be issuable in the denomination of $5,000. 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.


Section 3.03. Execution, Authentication,
Delivery and Dating.


Securities shall be executed on behalf
of the Company by its Chairman, its President or one of its Vice Presidents and by its Treasurer, one of its Assistant Treasurers,
its Secretary or one of its Assistant Secretaries and may (but need not) have its corporate seal or a facsimile thereof reproduced
thereon. Coupons shall be executed on behalf of the Company by the Chairman, the President or any Vice President of the Company.
The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile.


Securities and any Coupons appertaining
thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall,
to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities
or Coupons.


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities, together with any Coupons appertaining thereto,
executed by the Company, to the Trustee for authentication and, provided that the Board Resolution and Officers’ Certificate
or supplemental indenture or indentures with respect to such Securities referred to in Section 3.01 and a Company Order for
the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Company
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 and any Coupons
appertaining thereto, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture
Act) shall be fully protected in relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain
such assumptions, qualifications and limitations as such counsel shall deem appropriate:



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(a) the form or forms and terms of such
Securities and Coupons, if any, have been established in conformity with Sections 2.01 and 3.01 of this Indenture;


(b) all conditions precedent set forth
in Sections 2.01, 3.01 and 3.03 of this Indenture to the authentication and delivery of such Securities and Coupons, if any,
appertaining thereto have been complied with and that such Securities, and Coupons, when completed by appropriate insertions (if
applicable), executed by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee
for authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited
by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar
laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).


If all the Securities of any series are
not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security,
but such opinion, with such modifications as counsel shall deem appropriate, shall be delivered at or before the time of issuance
of the first Security of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate
Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent
provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with.


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 otherwise
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. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified
in or pursuant to this Indenture.


No Security or Coupon appertaining thereto
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 2.02 or 6.11 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. Except as permitted by Section 3.06 or 3.07 or as may otherwise be provided in or pursuant to this Indenture, the
Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached
and cancelled.


Section 3.04. Temporary Securities.


Pending the preparation of definitive
Securities, the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate and deliver,
in the manner provided in Section 3.03, 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 or, if authorized in or pursuant to this Indenture, in bearer form with one or
more Coupons or without Coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers
of the Company 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 3.01, if temporary Securities are issued, the Company shall cause definitive Securities to be prepared
without unreasonable delay. Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive
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 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 (accompanied by any unmatured Coupons appertaining thereto),
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of authorized denominations of the same series and containing identical terms and provisions; provided, however,
that no definitive Bearer Security, except as provided in or pursuant to this Indenture, shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in or pursuant to this Indenture. 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.



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Section 3.05. Registration, Transfer
and Exchange.


With respect to the Registered Securities
of each series, if any, the Company 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 Company shall provide for the registration of the Registered Securities of such series and of transfers 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 penultimate paragraph of Section 10.02. The Company 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 Company 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 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 Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, 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 Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities
which the Holder making the exchange is entitled to receive.


If provided in or pursuant to this Indenture,
with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered
Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, with
all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount
of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee
if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 10.02, interest represented by Coupons shall be payable only upon presentation
and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered
Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date
and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case
may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering
the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture.



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If provided in or pursuant to this Indenture
with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for
Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series.


Whenever any Securities are surrendered
for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate
and deliver, the 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 Depositary for such global Securities notifies the Company that it
is unwilling or unable to continue as a Depositary for such global Securities or at any time the Depositary 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 Depositary for such Securities shall have been appointed within 90 days of such notification or of the Company becoming
aware of the Depositary’s ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion,
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 a Company 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.


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 Company 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 Company. On or after the earliest date
on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the Depositary (or
its custodian) as shall be specified in the Company Order with respect thereto (which the Company agrees to deliver), and in accordance
with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not be contained in
or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company’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 (unless
such Securities are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities
exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant
to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, and which shall
be in such denominations and, in the case of Registered Securities, registered in such names, as shall be specified by the Depositary,
but subject to the satisfaction of any certification or other requirements to the issuance of Bearer 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; and provided, further, that (unless otherwise
provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be
mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security
shall be returned by the Trustee to such Depositary (or its custodian) or such other Depositary (or its custodian) referred to
above in accordance with the instructions of the Company 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 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 Company 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.



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Every Registered Security presented or
surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar
for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company
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 Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.04, 9.05 or 11.07, 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 Stock 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 Company 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 11.03 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 exchange
any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer
Security may be exchanged for a Registered Security of like tenor and terms and of the same series, provided that such Registered
Security shall be simultaneously surrendered for redemption with written instruction for payment consistent with the provisions
of this Indenture or (iv) 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.


The Trustee shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


Neither the Trustee nor any Paying Agent
shall have any responsibility for any actions taken or not taken by the Depositary.


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


If any mutilated Security or a Security
with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the provisions of this Section 3.06,
the Company shall execute and 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, with Coupons appertaining
thereto corresponding to the Coupons, if any, appertaining to the surrendered Security.


If there be delivered to the Company
and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or Coupon, and (ii) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or Coupon has been acquired by a bona fide purchaser, the Company shall
execute and, upon the Company’s request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen Coupon appertains
with all appurtenant Coupons not destroyed, lost or stolen, a new Security of the same series containing identical terms and of
like principal amount and bearing a number not contemporaneously outstanding, with Coupons corresponding to the Coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen Coupon appertains.


Notwithstanding the foregoing provisions
of this Section 3.06, in case any mutilated, destroyed, lost or stolen Security or Coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security or Coupon; provided,
however, that payment of principal of, any premium or interest on or any Additional Amounts with respect to any Bearer Securities
shall, except as otherwise provided in Section 10.02, be payable only at an Office or Agency for such Securities located outside
the United States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional
Amounts with respect to such interest shall be payable only upon presentation and surrender of the Coupons appertaining thereto.



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


Every new Security, with any Coupons
appertaining thereto issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company, whether or not the
destroyed, lost or stolen Security and Coupons appertaining thereto or the destroyed, lost or stolen Coupon 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 and any Coupons, if any, duly issued hereunder.


The provisions of this Section, 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 or Coupons.


Section 3.07. 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, in case a Bearer Security is surrendered in exchange for a Registered
Security after the close of business at an Office or Agency for such Security on any Regular Record Date therefor and before the
opening of business at such Office or Agency on the next succeeding Interest Payment Date therefor, such Bearer Security shall
be surrendered without the Coupon relating to such Interest Payment Date and interest shall not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder
of such Coupon when due in accordance with the provisions of this Indenture.


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 Company, at its election in each case, as provided in Clause (1) or
(2) below:


(1) The Company may elect to make payment
of any Defaulted Interest to the 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 Company 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 Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit 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 Company of such Special Record Date and, in the name and at the expense of the Company
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to the Holder of such Registered Security (or a Predecessor Security thereof) at his address as it appears in
the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name
and at the expense of the Company cause a similar notice to be published at least once in an Authorized Newspaper of general circulation
in the City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed 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). In case a Bearer Security is surrendered at the Office or Agency for such Security in exchange for a Registered Security
after the close of business at such Office or Agency on any Special Record Date and before the opening of business at such Office
or Agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the
Coupon relating to such Defaulted Interest and Defaulted Interest shall not be payable on such proposed date of payment in respect
of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture.



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(2) The Company 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 notice given by the Company to the Trustee of
the proposed payment pursuant to this Clause, 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 Company, interest on Registered Securities that
bear interest 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.


Subject to the foregoing provisions of
this Section and Section 3.05, 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 3.08. Persons Deemed
Owners.


Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name such 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 3.05 and 3.07) 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 neither the Company, the Trustee or any agent of the Company or the Trustee shall
be affected by notice to the contrary.


The Company, the Trustee and any agent
of the Company or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of
such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever,
whether or not any payment with respect to such Security or Coupon shall be overdue, and neither the Company, the Trustee or any
agent of the Company or the Trustee shall be affected by notice to the contrary.


No holder of any beneficial interest
in any global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such global
Security, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security Registrar
will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership
interests of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


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


Section 3.09. Cancellation.


All Securities and Coupons 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 delivered to the Trustee, and any such Securities and Coupons, as well
as Securities and Coupons surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the Trustee.
The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and 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 and Coupons held by the Trustee shall
be disposed of in accordance with its procedure for the disposition of cancelled Securities and the Trustee shall deliver to the
Company a certificate of such disposition, unless by a Company Order the Company directs their return to it.



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Section 3.10. 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.


ARTICLE FOUR 


SATISFACTION AND DISCHARGE OF INDENTURE



Section 4.01. Satisfaction and
Discharge.


Unless, pursuant to Section 3.01,
the provisions of this Section 4.01 shall not be applicable with respect to the Securities of any series, upon the direction
of the Company by a Company Order, this Indenture shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense
of the Company, 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 and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities
of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender
is not required or has been waived as provided in Section 3.05, (ii) Securities and Coupons of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, (iii) Coupons appertaining
to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived
as provided in Section 11.06, and (iv) Securities and Coupons of such series for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or


(b) all Securities of such series and,
in the case of (i) or (ii) below, if applicable, any Coupons appertaining thereto 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 Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for 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
and any Coupons appertaining thereto 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 Company (in the exercise by the Company of its reasonable discretion), any Additional Amounts
with respect to, such Securities and any Coupons appertaining thereto, 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;


(2) the Company has paid or caused to
be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series and any Coupons
appertaining thereto; and



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(3) the Company has delivered to the
Trustee an Officers’ 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 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 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 Company to the Trustee under Section 6.06
and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of such series under Sections 3.05, 3.06, 4.03,
4.04, 10.02, 10.03 and, if applicable to the Securities of such series, Section 10.04 (including, without limitation, with respect
to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 10.04, 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 4.01(1)(b)), any rights of Holders of the Securities of such series (unless otherwise provided
pursuant to Section 3.01 with respect to the Securities of such series) to require the Company to repurchase or repay, and
the obligations of the Company 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 3.01 with
respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such
Securities into Common Stock or other securities or property, shall survive.


Section 4.02. Defeasance and
Covenant Defeasance.


(1) Unless, pursuant to Section 3.01,
either or both of (i) defeasance of the Securities of or within a series under clause (2) of this Section 4.02 or
(ii) covenant defeasance of the Securities of or within a series under clause (3) of this Section 4.02 shall not
be applicable with respect to the Securities of such series, then such provisions, together with the other provisions of this Section 4.02
(with such modifications thereto as may be specified pursuant to Section 3.01 with respect to any Securities), shall be applicable
to such Securities and any Coupons appertaining thereto, and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of or within such series and any Coupons appertaining thereto, elect to have Section 4.02(2) or
Section 4.02(3) be applied to such Outstanding Securities and any Coupons appertaining thereto upon compliance with the conditions
set forth below in this Section 4.02. Unless otherwise specified pursuant to Section 3.01 with respect to the Securities
of any series, defeasance under clause (2) of this Section 4.02 and covenant defeasance under clause (3) of this
Section 4.02 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 or Coupon appertaining thereto established in or pursuant to this Indenture permit
the Company 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 or Coupon is due and payable, then unless otherwise provided
pursuant to Section 3.01, the right to extend such date shall terminate upon defeasance or covenant defeasance, as the case
may be.


(2) Upon the Company’s exercise
of the above option applicable to this Section 4.02(2) with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any Coupons appertaining
thereto on the date the conditions set forth in clause (4) of this Section 4.02 are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Outstanding Securities and any Coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding”
only for the purposes of clause (5) of this Section 4.02 and the other Sections of this Indenture referred to in clauses
(i) through (iv) of this paragraph, and to have satisfied all of its other obligations under such Securities and any
Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities
and any Coupons appertaining thereto to receive, solely (except as provided in clause (ii) below) from the trust fund described
in clause (4)(a) of this Section 4.02 and as more fully set forth in this Section 4.02 and 4.03, 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
and any Coupons appertaining thereto when such payments are due, (ii) the obligations of the Company and the Trustee with
respect to such Securities under Sections 3.05, 3.06, 10.02, 10.03 and, if applicable to the Securities of such series, 10.04 (including,
without limitation, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated
by Section 10.04, 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 4.02)), any rights of Holders
of such Securities (unless otherwise provided pursuant to Section 3.01 with respect to the Securities of such series) to require
the Company to repurchase or repay, and the obligations of the Company 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 3.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company
to convert or exchange, such Securities into Common Stock or other securities or property, (iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (iv) this Section 4.02 and Sections 4.03 and 4.04. The Company
may exercise its option under this Section 4.02(2) notwithstanding the prior exercise of its option under Section 4.02(3)
with respect to such Securities and any Coupons appertaining thereto.



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(3) Upon the Company’s exercise
of the above option applicable to this Section 4.02(3) with respect to any Securities of or within a series, the Company shall
be released from its obligations under clauses (ii) and (iii) of Section 10.05 and under Sections 10.06, 10.07,
and 10.08 and any other covenant applicable to such Securities with respect to such Securities and any Coupons appertaining thereto
shall cease to be applicable to such Securities on and after the date the conditions set forth in clause (4) of this Section 4.02
are satisfied (hereinafter, “covenant defeasance”), and such Securities and any Coupons appertaining thereto 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 that with respect to such Outstanding Securities
and any Coupons appertaining thereto, the Company may omit to comply with, and shall have no liability in respect of, any term,
condition or limitation set forth in any such 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 5.01(4) or 5.01(8) or otherwise, as the case may be, but, except as specified above,
the remainder of this Indenture and such Securities and Coupons appertaining thereto shall be unaffected thereby.


(4) The following shall be the conditions
to application of clause (2) or (3) of this Section 4.02 to any Outstanding Securities of or within a series and
any Coupons appertaining thereto:


(a) The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 who shall
agree to comply with the provisions of this Section 4.02 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
and any Coupons appertaining thereto, (1) an amount in Dollars or in such Foreign Currency in which such Securities and any
Coupons appertaining thereto 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 and Coupons appertaining thereto (determined on the basis of the Currency in which such
Securities and Coupons appertaining thereto 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)
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
and any Coupons appertaining thereto, 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 opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall
be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) 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
determinable by the Company (in the exercise by the Company of its reasonable discretion), any Additional Amounts with respect
to, such Outstanding Securities and any Coupons appertaining thereto on the Stated Maturity of such principal or installment of
principal or interest or the applicable Redemption Date, as the case may be, and (z) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities and any Coupons appertaining thereto on the day on which such payments
are due and payable in accordance with the terms of this Indenture and of such Securities and any Coupons appertaining thereto.


(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 Company or any Subsidiary is a party or by which it 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 and any Coupons appertaining
thereto shall have occurred and be continuing on the date of such deposit, and, solely in the case of defeasance under Section 4.02(2),
no Event of Default with respect to such Securities and any Coupons appertaining thereto under clause (5) or (6) of Section 5.01
or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any Coupons
appertaining thereto under clause (5) or (6) of Section 5.01 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 4.02(2) shall not be deemed satisfied until the expiration of such period).



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(d) In the case of defeasance pursuant
to Section 4.02(2), the Company shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable
to the Trustee stating that (x) the Company 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 of such Outstanding
Securities and any Coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result
of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such defeasance had not occurred; or, in the case of covenant defeasance pursuant to Section 4.02(3),
the Company shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee to the effect
that the Holders of such Outstanding Securities and any Coupons appertaining thereto will not recognize income, gain or loss for
federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.


(e) The Company shall have delivered
to the Trustee an Officers’ 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 clause (a) above are sufficient to pay the principal of, and premium,
if any, and interest, if any, on and, to the extent provided in such clause (a), Additional Amounts with respect to, such Securities
provided such Securities are redeemed on a particular Redemption Date, the Company 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) No event or condition will exist
pursuant to the terms of Section 3.01(25) that would prevent the Company from making payments of principal and premium, if
any, and interest on the Securities at the date of the irrevocable deposit referred to above.


(h) Notwithstanding any other provisions
of this Section 4.02(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 Company in connection therewith pursuant to Section 3.01.


(5) Subject to the provisions of the
last paragraph of Section 10.03, all money and Government Obligations (or other property as may be provided pursuant to Section 3.01)
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee—collectively for purposes of this
Section 4.02(5) and Section 4.03, the “Trustee”) pursuant to clause (4)(a) of Section 4.02 in respect
of any Outstanding Securities of any series and any Coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any Coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (other than the Company or any Subsidiary or Affiliate of the Company acting as Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any Coupons appertaining thereto 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 4.02(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 3.01 or the terms
of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 4.02(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 4.02(4)(a) has been made, the indebtedness represented by such Security and any Coupons appertaining thereto
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 clause (a) above, the applicable market exchange
rate for such Currency in effect on the second 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.



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The Company 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 4.02 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 and any Coupons appertaining thereto.


Anything in this Section 4.02 to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company 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 4.02
which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance
or covenant defeasance, as applicable, in accordance with this Section 4.02.


Section 4.03. Application of
Trust Money.


Subject to the provisions of the last
paragraph of Section 10.03, all money and Government Obligations deposited with the Trustee pursuant to Section 4.01
or 4.02 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the Coupons and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal, 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 4.04. Reinstatement.


If the Trustee (or other qualifying trustee
appointed pursuant to Section 4.02(4)(a)) or any Paying Agent is unable to apply any moneys or Government Obligations deposited
pursuant to Section 4.01(1) or 4.02(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 Company’s obligations
under this Indenture and the Securities of such series 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 Sections 4.01 or 4.02 as the case may be, and Section 4.03; provided,
however, that if the Company 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 following the reinstatement of its obligations as aforesaid, the Company
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 4.05. Effect on Subordination
Provisions.


Unless otherwise expressly provided
pursuant to Section 3.01 with respect to the Securities of any series, the provisions of Article Sixteen hereof, insofar
as they pertain to the Securities of such series, and the Subordination Provisions established pursuant to Section 3.01(25)
with respect to such series are hereby expressly made subject to the provisions for satisfaction and discharge set forth in Section 4.01
hereof and the provisions for defeasance and covenant defeasance set forth in Section 4.02 hereof and, anything herein to
the contrary notwithstanding, upon the effectiveness of such satisfaction and discharge pursuant to Section 4.01 with respect
to the Securities of such series or any such defeasance or covenant defeasance pursuant to Section 4.02 with respect to the
Securities of or within such series, all of the Securities of such series (in the case of satisfaction and discharge pursuant
to Section 4.01) or the Securities of such series as to which defeasance or covenant defeasance, as the case may be, shall
have become effective shall thereupon cease to be so subordinated and shall no longer be subject to the provisions of Article
Sixteen or the Subordination Provisions established pursuant to Section 3.01(25) with respect to such Securities and, without
limitation to the foregoing, all moneys, Government Obligations and other securities or property deposited with the Trustee (or
other qualifying trustee) in trust in connection with such satisfaction and discharge, defeasance or covenant defeasance, as the
case may be, and all proceeds therefrom may be applied to pay the principal of, premium, if any, and interest, if any, on, and
Additional Amounts, if any, with respect to such Securities as and when the same shall become due and payable notwithstanding
the provisions of Article Sixteen or such Subordination Provisions.



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ARTICLE FIVE 


REMEDIES 


Section 5.01. Events of Default.


“Event of Default”, wherever
used herein with respect to Securities of any series, means any one of the following events (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) unless such event is specifically
deleted or modified in or pursuant to the supplemental indenture, Board Resolution or Officers’ Certificate establishing
the terms of such series pursuant to this Indenture:


(1) default in the payment of any interest
on, or any Additional Amounts payable in respect of any interest on, any of the Securities of such series or any Coupon appertaining
thereto when such interest or such Additional Amounts, as the case may be, become due and payable (whether or not such payment
is prohibited by the Subordination Provisions applicable thereto), and continuance of such default for a period of 30 days; or


(2) default 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 of the
Securities of such series when due (whether at Maturity or otherwise and whether payable in cash or in shares of Common Stock or
other securities or property), whether or not such payment is prohibited by the Subordination Provisions applicable thereto; or


(3) default in the deposit of any sinking
fund payment or payment under any analogous provision when due with respect to any of the Securities of such series (whether or
not such deposit or payment is prohibited by the Subordination Provisions applicable thereto); or


(4) default in the performance, or breach,
of any covenant or warranty of the Company in this Indenture or any Security of such series (other than a covenant or warranty
for which the consequences of breach or nonperformance are addressed elsewhere in this Section 5.01 or a covenant or warranty
which has expressly been included in this Indenture, whether or not by means of a supplemental indenture, solely for the benefit
of Securities of a series other than such series), and continuance of such default or breach (without such default or breach having
been waived in accordance of the provisions of this Indenture) for a period of 90 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of such series a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or


(5) the entry by a court having jurisdiction
in the premises of (A) a decree or order for relief in respect of the Company or any Significant Subsidiary of the Company
in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar
law or (B) a decree or order adjudging the Company or any Significant Subsidiary of the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company
or any Significant Subsidiary of the Company under any applicable Federal or State law, or appointing a custodian, receiver, conservator,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary of the Company
or of any substantial part of the property of the Company or any Significant Subsidiary of the Company, or ordering the winding
up or liquidation of the affairs of the Company or any Significant Subsidiary of the Company, and the continuance of any such decree
or order for relief unstayed and in effect for a period of 60 consecutive days; or


(6) the commencement by the Company or
any Significant Subsidiary of the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by the Company or any Significant Subsidiary of the Company to the entry of a decree or order for relief in respect of the Company
or any Significant Subsidiary of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against
the Company or any Significant Subsidiary of the Company, or the filing by the Company or any Significant Subsidiary of the Company
of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by
the Company or any Significant Subsidiary of the Company to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, conservator, liquidator, assignee, trustee, sequestrator or similar official of the Company or any Significant
Subsidiary of the Company or of any substantial part of the property of the Company or any Significant Subsidiary of the Company,
or the making by the Company or any Significant Subsidiary of the Company of an assignment for the benefit of creditors, or the
taking of corporate action by the Company or any Significant Subsidiary of the Company in furtherance of any such action; or



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(7) default in the delivery of any shares
of Common Stock, together with cash in lieu of fractional shares, or any other securities or property (including cash) when required
to be delivered upon conversion of any convertible Security of such series or upon the exchange of any Security of such series
which is exchangeable for other securities or property (whether or not such delivery is prohibited by the Subordination Provisions
applicable thereto), and continuance of such default for a period of 10 days; or


(8) any other Event of Default provided
in or pursuant to this Indenture with respect to Securities of such series.


Section 5.02. Acceleration of
Maturity; Rescission and Annulment.


If an Event of Default (other than an
Event of Default specified in clause (5) or (6) of Section 5.01) with respect to Securities of any series occurs
and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of such series may declare the principal of all 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 Company (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) or (6) of Section 5.01 with respect to the Securities of any series occurs, then
the principal of 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 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 not less than a majority in aggregate principal amount of the Outstanding Securities of
such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if


(1) the Company has paid or deposited
with the Trustee a sum of money sufficient to pay (or, to the extent that the terms of the Securities of such series established
pursuant to Section 3.01 expressly provide for payment to be made in shares of Common Stock or other securities or property,
shares of Common Stock or other securities or property, together with cash in lieu of fractional shares or securities, sufficient
to pay)


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


(b) 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,


(c) 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


(d) 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 6.06; 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
cured or waived as provided in Section 5.13.


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



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


The Company covenants that if:


(1) default is made in the payment of
any interest on, or any Additional Amounts payable in respect of any interest on, any Security or any Coupon appertaining thereto
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, or


(3) default is made in the deposit of
any sinking fund payment when due, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of such Securities and any Coupons appertaining thereto, the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, 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 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 6.06.


If the Company 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 Company or any other
obligor upon such Securities and any Coupons appertaining thereto and collect the monies adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor upon such Securities and any Coupons appertaining
thereto, 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 and any Coupons appertaining thereto by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to enforce
any other proper remedy.


Section 5.04. Trustee May File
Proofs of Claim.


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company or any other obligor upon the Securities or the property of the Company or such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of 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 any Coupons appertaining thereto 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 or any Coupons 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 or any Coupons to make such payments to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders of Securities or any Coupons, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee
under Section 6.06.



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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 or any Coupon any
plan of reorganization, arrangement, adjustment or composition affecting the Securities or Coupons 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 or any Coupon in any such proceeding.


Section 5.05. Trustee May Enforce
Claims without Possession of Securities or Coupons.


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


Section 5.06. Application of
Money Collected.


Any money collected by the Trustee pursuant
to this Article 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 the Coupons, if any, appertaining thereto, 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 and any predecessor Trustee under Section 6.06;


SECOND: To the payment of amounts then
due and unpaid to the holders of Senior Indebtedness with respect to such series, to the extent required pursuant to the Subordination
Provisions established with respect to the Securities of such series pursuant to Section 3.01(25);


THIRD: To the payment of the amounts
then due and unpaid upon the Securities and any Coupons 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 and Coupons for principal and any premium, interest and Additional
Amounts;


FOURTH: The balance, if any, to the Person
or Persons entitled thereto.


Section 5.07. Limitations on
Suits.


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


(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 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 satisfactory to the Trustee against the costs, expenses and liabilities 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 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.



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Section 5.08. 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 or Coupon shall have the right, which is absolute and unconditional, to receive payment
of the principal of, any premium, if any, and (subject to Sections 3.05 and 3.07) interest, if any, on and any Additional Amounts
with respect to such Security or such Coupon, as the case may be, on the respective Stated Maturity or Maturities therefor specified
in such Security or Coupon (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 5.09. Restoration of
Rights and Remedies.


If the Trustee or any Holder of a Security
or a Coupon 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
Company, 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 5.10. 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
or Coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to
each and every Holder of a Security or a Coupon is intended to be 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 5.11. Delay or Omission
Not Waiver.


No delay or omission of the Trustee or
of any Holder of any Security or Coupon 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 or a Coupon 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 5.12. 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 and any Coupons appertaining thereto, 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,


(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 not joining in such action.



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Section 5.13. Waiver of Past
Defaults.


The Holders of not less than 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 and any Coupons appertaining thereto may waive any past default hereunder with respect to such series and its consequences,
except


(1) a 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 any Coupons appertaining
thereto, or


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


(3) a 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 5.14. Waiver of Usury,
Stay or Extension Laws.


The Company 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 law or any other law wherever enacted, now or at any time hereafter in
force, which would prohibit or forgive the Company from paying all or any portion of the principal of or premium, if any, or interest,
if any on or Additional Amounts, if any, with respect to any Securities as contemplated herein and therein or which may affect
the covenants or the performance of this Indenture or the Securities; and the Company (to the extent that it may lawfully do so)
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 5.15. Undertaking for
Costs.


All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken 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 5.15 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 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 Stock or other securities in accordance with its terms.


ARTICLE SIX 


THE TRUSTEE 


Section 6.01. Certain Rights
of Trustee.


Subject to Sections 315(a) through 315(d)
of the Trust Indenture Act:



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


(2) any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order (in each case, other than delivery of
any Security, together with any Coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 3.03
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 bad faith
on its part, rely upon an Officers’ Certificate;


(4) the Trustee may consult with counsel
and the written 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 or any Coupons appertaining thereto pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction;


(6) the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice,
the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company 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 shall not be liable for
any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture;


(9) in no event shall the Trustee be
responsible or liable for special, indirect, 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;


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


(11) 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; and


(12) the Trustee may request that the
Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.


Section 6.02. Notice of Defaults.


Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities
of such series entitled to receive reports pursuant to Section 7.03(3), notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of
the principal of (or premium, if any), or interest, if any, on, or Additional Amounts or any sinking fund installment with respect
to, any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the best interest of the Holders of Securities and Coupons of such series; and provided,
further, that in the case of any default of the character specified in Section 5.01(4) or 5.01(8) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.



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Section 6.03. Not Responsible
for Recitals or Issuance of Securities.


The recitals contained herein and in
the Securities, except the Trustee’s certificate of authentication, and in any Coupons shall be taken as the statements of
the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the Coupons, 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 Company 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 Company of the Securities or the proceeds thereof.


Section 6.04. May Hold Securities.


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 Company, in its individual
or any other capacity, may become the owner or pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of
the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other Person.


Section 6.05. Money Held in Trust.


Except as provided in Section 4.03
and Section 10.03, 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 Company.


Section 6.06. Compensation and
Reimbursement.


The Company agrees:


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


(3) to indemnify each of the Trustee
or any predecessor Trustee and their agents for, and to hold them harmless against, any loss, liability or reasonable expense (including,
without limitation, the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts)
and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred without negligence
or bad faith on their part, arising out of or in connection with 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 Company, or any
Holder or any other Person) or liability in connection with the exercise or performance of any of their powers or duties hereunder,
or in connection with enforcing the provisions of this Section, except to the extent that any such loss, liability or expense was
due to the Trustee’s negligence or bad faith.



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As security for the performance of the
obligations of the Company under this Section, 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 premium or interest
on or any Additional Amounts with respect to Securities or any Coupons appertaining thereto.


Any compensation or expense incurred
by the Trustee after a default specified by Section 5.01(5) or (6) is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.06 shall include
any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this
Section 6.06. The provisions of this Section 6.06 shall, to the extent permitted by law, survive any termination of this
Indenture (including, without limitation, termination pursuant to any Bankruptcy Laws) and the resignation or removal of the Trustee.


Section 6.07. Corporate Trustee
Required; Eligibility.


(1) 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 $50,000,000 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, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.


(2) The following indenture shall be
considered specifically described herein for purposes of clause (i) of the proviso contained in Section 310(b)(1) of
the Trust Indenture Act: Indenture dated as of ___________ between the Company and ______________, as successor trustee; and, pursuant
to Section 310(b)(1)(C)(i) of the Trust Indenture Act, unless otherwise ordered by the Commission, an event of default by
the Company under this Indenture will not disqualify the Trustee under this Indenture because it is a trustee under such other
indenture.


Section 6.08. 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 6.09.


(2) The Trustee may resign at any time
with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 6.09 shall not have been delivered to the Trustee within 30 days after the giving
of such notice of resignation, the resigning Trustee may, at the Company’s expense, petition 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 principal amount of the Outstanding Securities
of such series, delivered to the Trustee and the Company.


(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 Company 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 6.07 and shall fail to resign after written request therefor by the Company or any such Holder, or


(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 Company, 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 himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a successor Trustee or Trustees.



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(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 Company, 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 6.09. If, within
one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to
the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 6.09, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner required by Section 6.09, 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 Company shall give notice of
each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid,
to the Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security Register and,
if Securities of such series are issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper
in each Place of Payment located outside the United States. 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 6.09. 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 Company 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 request of the Company or such successor
Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 10.03, shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 6.06.


(2) Upon the appointment hereunder of
any successor Trustee with respect to the Securities of one or more (but not all) series, the Company, 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 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 hereunder separate and apart from any
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 request of the Company 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 10.03 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 claim, if any, provided for in Section 6.06.



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


Section 6.10. 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 and
eligible under this Article), without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated but not delivered by the Trustee then in office, any 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 6.11. Appointment of
Authenticating Agent.


The Trustee may appoint one or more Authenticating
Agents acceptable to the Company 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 Stock or other securities or property, or pursuant
to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.


Each Authenticating Agent shall be acceptable
to the Company and, 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 $50,000,000. If at any time an Authenticating Agent shall 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 written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall (i) mail written notice of such appointment by first-class mail, postage prepaid, 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, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment
at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such
office is located outside the United States. 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.



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The Company agrees to pay each Authenticating
Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall
be entitled to be reimbursed for such payments, subject to the provisions of Section 6.06.


The provisions of Sections 3.08, 6.03
and 6.04 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 herein referred to in the within-mentioned Indenture.


 


	 	 
	 	As Trustee	 
	 	 	 
	 	 	 
	By: 	 	 
	 	As Authenticating Agent	 
	 	 	 
	 	 	 
	By: 	 	 
	 	Authorized Signatory	 


 


 


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 Company 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 Officers’
Certificate of the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place
of Payment designated by the Company with respect to such series of Securities.


ARTICLE SEVEN 


HOLDERS LISTS AND REPORTS BY TRUSTEE
AND COMPANY 


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


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


(1) semi-annually with respect to Securities
of each series not later than _____________ and ___________ of the year or upon such other dates as are set forth in or pursuant
to the Board Resolution or indenture supplemental hereto authorizing such 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 request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished, provided, however, that so long as the Trustee
is the Security Registrar no such list shall be required to be furnished.



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Section 7.02. Preservation of
Information; Communications to Holders.


The Trustee shall comply with the obligations
imposed upon it pursuant to Section 312 of the Trust Indenture Act.


Every Holder of Securities or Coupons,
by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, the Trustee, any Paying Agent
or any Security Registrar 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 Section 312(c) of the Trust Indenture Act, regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to
a request made under Section 312(b) of the Trust Indenture Act.


Section 7.03. Reports by Trustee.


(1) Within 60 days after July 15
of each year commencing with the first July 15 following the first issuance of Securities pursuant to Section 3.01, 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 July 15 with respect to any of the events specified in said Sections
313(a) and 313(b)(2) which may have occurred since the later of the immediately preceding July 15 and the date of this Indenture.


(2) The Trustee shall transmit the reports
required by Section 313(a) of the Trust Indenture Act at the times specified therein.


(3) Reports pursuant to this Section
shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.


Section 7.04. Reports by Company.


(a) The Company, pursuant to Section 314(a)
of the Trust Indenture Act, shall:


(1) file with the Trustee, within 15
days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections,
then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by
the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from
time to time in such rules and regulations;


(2) file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents
and reports with respect to compliance by the Company, with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and


(3) transmit within 30 days after the
filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such
summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of
this Section as may be required by rules and regulations prescribed from time to time by the Commission. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).


(b) The Company intends to file the reports
referred to in Section 7.04(a) hereof with the Commission in electronic form pursuant to Regulation S-T of the Commission
using the Commission’s Electronic Data Gathering, Analysis and Retrieval system. Compliance with the foregoing, or any successor
electronic system approved by the Commission, shall constitute delivery by the Company of such reports to the Trustee and Holders
in compliance with the provision of Section 7.04(a) and TIA Sections 314(a). Notwithstanding anything to the contrary herein,
the Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission,
regardless of whether such filings are periodic, supplemental or otherwise. Delivery of the reports, information and documents
to the Trustee pursuant to this Section 7.04(b) shall be solely for the purposes of compliance with this Section 7.04(b)
and with TIA Section 314(a). The Trustee’s receipt of such reports, information and documents shall not constitute notice
to it of the content thereof or of any matter determinable from the content thereof (and the Trustee shall not have any duty to
ascertain or inquire as to such content or matter), including the Company’s compliance with any of its covenants hereunder,
as to which the Trustee is conclusively entitled to rely upon Officers’ Certificates.



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ARTICLE EIGHT 


CONSOLIDATION, MERGER AND SALES 


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


The Company shall not, 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 properties and assets to any Person, unless:


(1) either (A) the Company shall
be the continuing Person (in the case of a merger), or (B) the successor Person (if other than the Company) formed by such
consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all
or substantially all the properties and assets of the Company shall be a corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture (or indentures,
if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, any premium and interest on, and
any Additional Amounts with respect to, all the Outstanding Securities and the due and punctual performance and observance of every
obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed, and which supplemental
indenture shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that
are convertible or exchangeable into Common Stock or other securities;


(2) immediately after giving effect to
such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that
transaction as having been incurred by the Company or any Subsidiary at the time of the 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 Company or the successor
Person shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.


For purposes of the foregoing, any sale,
assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company
(other than to the Company or another Subsidiary), which, if such properties and assets were owned by the Company, would constitute
all or substantially all of the Company’s properties and assets, shall be deemed to be the transfer of all or substantially
all of the properties and assets of the Company.


Section 8.02. Successor Person
Substituted for Company.


Upon any consolidation by the Company
with or merger of the Company into any other Person or any sale, assignment, transfer, lease or conveyance of all or substantially
all of the properties and assets of the Company to any Person in accordance with Section 8.01, the successor Person formed
by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease or other conveyance
is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company herein; and thereafter, except in the case of a
lease, the predecessor Person shall be released from all obligations and covenants under this Indenture, the Securities and the
Coupons.



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ARTICLE NINE 


SUPPLEMENTAL INDENTURES 


Section 9.01. Supplemental Indentures
without Consent of Holders.


Without the consent of any Holders of
Securities or Coupons, the Company (when authorized by or pursuant to a Board Resolution) and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following
purposes:


(1) to evidence the succession of another
Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Securities
or to evidence the addition or release of any guarantor; or


(2) to add to the covenants of the Company
for the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures)
or to surrender any right or power herein conferred upon the Company 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 add to or change any of the provisions
of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions
on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer
Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities
of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated or global form, provided
any such action shall not adversely affect the interests of the Holders of Securities of any series or any Coupons appertaining
thereto; or


(4) to establish the form or terms of
Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.01 and 3.01, including, without limitation,
any Subordination Provisions and 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 6.09; or


(6) (a) to cure any ambiguity or
to correct or supplement any provision herein which may be defective or which may be inconsistent with any other provision herein,
or (b) to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely
affect the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material
respect; or


(7) to add any additional Events of Default
with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or


(8) 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 and any Coupons appertaining thereto or any other Security or Coupon in
any material respect; or


(9) to secure or otherwise or to add
guarantees for the benefit of the Securities; or


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


(11) to amend, supplement or eliminate
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, supplement or elimination does not apply to any Outstanding Security issued prior
to the date of such supplemental indenture and entitled to the benefits of such provision; or



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(12) in the case of any series of Securities
which are convertible into or exchangeable for Common Stock 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 Stock or any merger, consolidation, statutory share exchange or combination of the Company with or into another Person
or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the properties and assets
of the Company to any other Person or other similar transactions, if expressly required by the terms of such series of Securities
established pursuant to Section 3.01; or


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


(14) to conform any provision in an indenture
to the requirements of the Trust Indenture Act; or


(15) to make any change that does not
adversely affect the legal rights under an indenture of any Holder of Securities of any series issued under that indenture.


Section 9.02. Supplemental Indentures
with Consent of Holders.


With the consent of the Holders of not
less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Board Resolution),
and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of the Securities of such series 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 Company or repayment
thereof at the option of the Holder, or reduce any Additional Amounts payable with respect thereto, or change the obligation of
the Company to pay Additional Amounts pursuant to Section 10.04 (except as contemplated by Section 8.01(1) and permitted
by Section 9.01(1)), or reduce the amount of the principal of any Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in bankruptcy
pursuant to Section 5.04, or adversely affect the right of repayment at the option of any Holder as contemplated by Article
Thirteen, or extend the time of payment of interest on any Security or any Additional Amounts, or change any of the conversion,
exchange or redemption provisions of any Security 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 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 pursuant to Article Thirteen at the option of the Holder, on or after the date
for repayment) in each case as such Stated Maturity, Redemption Date or date for repayment may, if applicable, be extended in accordance
with the terms of such Security or any Coupon appertaining thereto, or in the case of any Security which is convertible into or
exchangeable for 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 any guarantors from their guarantees of the Securities, or, except as contemplated
in any supplemental indenture, make any change in a guarantee of a Security that would adversely affect the interests of the Holders
of those Securities, or modify the ranking or priority of the Securities in a manner adverse to the Holders of the Securities,
or


(2) reduce the percentage in principal
amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture,
or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in Section 5.13 or 10.10 of this Indenture, or reduce the requirements
of Section 15.04 for quorum or voting, or


(3) modify any of the provisions of this
Section, Section 5.13 or Section 10.10, 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.



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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 Company shall be entitled to enter into a supplemental
indenture under this Section 9.02 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 9.03. Execution of Supplemental
Indentures.


As a condition to executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel 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 valid, binding and enforceable obligation of, the Company, 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.


Section 9.04. Effect of Supplemental
Indentures.


Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of a Security theretofore or thereafter authenticated and delivered
hereunder and of any Coupon appertaining thereto shall be bound thereby.


Section 9.05. Reference in Securities
to Supplemental Indentures.


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


Section 9.06. Effect on Senior
Indebtedness.


No supplemental indenture shall directly
or indirectly modify or eliminate the Subordination Provisions or the definition of “Senior Indebtedness” applicable
with respect to the Securities of any series in any manner which might terminate or impair the subordination of such series of
Securities to such Senior Indebtedness without the prior written consent of the Holders of such Senior Indebtedness.


Section 9.07. Conformity with
Trust Indenture Act.


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



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ARTICLE TEN 


COVENANTS 


Section 10.01. Payment of Principal,
Premium, Interest and Additional Amounts.


The Company covenants and agrees for
the benefit of the Holders of the Securities of each series that it will duly and punctually pay the principal of, any premium
and interest on and any Additional Amounts with respect to the Securities of such series, whether payable in cash, shares of Common
Stock or other securities or property, in accordance with the terms thereof, any Coupons appertaining thereto and this Indenture.
Any interest due on any Bearer Security on or before the Maturity thereof, and any Additional Amounts payable with respect to such
interest, shall be payable only upon presentation and surrender of the Coupons appertaining thereto for such interest as they severally
mature.


Section 10.02. Maintenance of
Office or Agency.


The Company shall maintain in each Place
of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except
as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered
for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such
series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or
upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served, provided that,
if (i) the City of New York is a Place of Payment for the Securities of any series, (ii) there shall be another Place
of Payment in the United States of America for such Securities in addition to the City of New York, and (iii) all Securities
of such series are originally issued solely in the form of one or more permanent global Securities, then the Company shall not
be required to maintain any such office or agency in the City of New York unless and until all or any portion of such global Securities
shall be exchanged for or otherwise issued as definitive certificated Securities of such series as contemplated by the last paragraph
of this Section 10.02. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to
any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside
the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment;
provided, however, that if the Securities of such series are listed on the London Stock Exchange or the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain
a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long
as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such
required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and
any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect
to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.


Except as otherwise provided in or pursuant
to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be
made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities
shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any
such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the
City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all
offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.


The Company may also from time to time
designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment
for Securities of any series for such purposes. The Company shall 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.


Unless otherwise provided in or pursuant
to this Indenture, the Company hereby designates the City of New York as a Place of Payment for each series of Securities, initially
appoints the Corporate Trust Office of the Trustee in the City of New York as the Company’s Office or Agency in the City
of New York for such purpose and initially appoints the Trustee as the Security Registrar for each series of Securities and, if
the Securities of any series are convertible into or exchangeable for Common Stock or other securities or property, initially appoints
the Trustee as conversion or exchange agent, as the case may be, for the Securities of such series. The Company may subsequently
appoint a different Office or Agency in the City of New York and, as provided in Section 3.05, may remove and replace
from time to time the Security Registrar.



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As set forth above in this Section 10.02,
and unless otherwise provided pursuant to Section 3.01 with respect to any series of Securities, in the event that the Securities
of a series are originally issued solely in the form of one or more permanent global Securities and if at any time thereafter Securities
of such series are issued in definitive certificated form in exchange for all or any portion of such global Securities (whether
pursuant to Section 3.05 or otherwise pursuant to the terms of such Securities), the Company shall, at all times from and
after the date of the first such exchange until such time as no Securities of such series in definitive certificated form are Outstanding,
establish and maintain an Office or Agency in the City of New York (in addition to any other Offices or Agencies the Company is
required to maintain in respect of such Securities) where Securities of such series may be surrendered and where notices and demands
in respect of Securities of such series and this Indenture may be served for the purposes specified in, and as contemplated by,
the first paragraph of this Section 10.02.


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


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


Whenever the Company shall have one or
more Paying Agents for any series of Securities, it shall, on or prior to each due date of the principal of, or any premium or
interest on or any Additional Amounts with respect to, any Securities of such series, deposit with any Paying Agent a sum (in the
Currency or Currencies described in the preceding paragraph) sufficient to pay the principal, premium, interest and Additional
Amounts, as the case may be, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


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


(1) hold all sums held by it for the
payment of the principal of, any premium or interest on or any Additional Amounts with respect to Securities of such series in
trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as
provided in or pursuant to this Indenture;


(2) give the Trustee notice of any default
by the Company (or any other obligor upon the Securities of such series) in the making of any payment of principal, any premium
or interest on or any Additional Amounts with respect to the Securities of such series; and


(3) at any time during the continuance
of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent.


To the extent that the terms of any Securities
established pursuant to Section 3.01 provide that any principal of, or premium or interest, if any, on or any Additional Amounts
with respect to any such Securities is or may be payable in Common Stock or other securities or property, then the provisions of
this Section 10.03 shall apply, mutatis mutandis , to such Common Stock or other securities or property.


The Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.



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Except as otherwise provided herein or
pursuant hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment
of the principal of, any premium or interest on or any Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal or such premium or interest or Additional Amount
shall have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security or any Coupon appertaining thereto shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may, not later than 30 days after the Company’s request
for such repayment, at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment
for such series or to be mailed to Holders of Registered Securities of such series, or both, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing nor
shall it be earlier than two years after such principal and any premium or interest or Additional Amounts shall have become due
and payable, any unclaimed balance of such money then remaining will be repaid to the Company.


Section 10.04. Additional Amounts.


If any Securities of a series provide
for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Securities or any Coupon appertaining
thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any
series or any Coupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms
of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would
be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable)
in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention
is not made.


Except as otherwise provided in or pursuant
to this Indenture or the Securities of any series, if the Securities of a series provide for the payment of Additional Amounts,
at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities
of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least
10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the Paying Agent or Paying Agents,
if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether
such payment of principal of and premium, if any, or interest, if any, on the Securities of such series shall be made to Holders
of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction
for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to
Section  3.01 with respect to the Securities of such series. If any such withholding or deduction shall be required, then
such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such
payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and
to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished
pursuant to this Section. Nothing in this Section 10.04 or elsewhere in this Indenture shall limit the obligation of the Company
to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 3.01
with respect to the Securities of such series.


Section 10.05. Corporate Existence.


Subject to Article Eight, the Company
shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) the corporate existence
of the Company, (ii) the existence (corporate or other) of each Significant Subsidiary of the Company and (iii) the rights
(charter and statutory), licenses and franchises of the Company and each of its Significant Subsidiaries; provided, however,
that the Company shall not be required to preserve the existence (corporate or other) of any of its Significant Subsidiaries or
any such right, license or franchise of the Company or any of its Significant Subsidiaries if the Board of Directors of the Company
determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Significant
Subsidiaries taken as a whole and that the loss thereof will not be disadvantageous in any material respect to the Holders.



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Section 10.06. Maintenance of
Properties.


The Company will, and will cause each
Significant Subsidiary to, cause all its properties used or useful in the conduct of its business to be maintained and kept in
good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company or any Significant Subsidiary from discontinuing the operation and maintenance
of any of their respective properties if such discontinuance is, in the judgment of the Board of Directors of the Company or of
any Significant Subsidiary, as the case may be, desirable in the conduct of its business.


Section 10.07. Waiver of Certain
Covenants.


The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Sections 10.02 to 10.06, inclusive, with respect to the Securities
of any series and, if expressly provided pursuant to Section 3.01(18), any additional covenants applicable to the Securities
of such series if before the time for such compliance the Holders of at least a majority in 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 Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


Section 10.08. Company Statement
as to Compliance.


The Company shall deliver to the Trustee,
within 180 days after the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officers’
Certificate) signed by the principal executive officer, the principal financial officer or the principal accounting officer of
the Company, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without regard to notice requirements or periods of grace) and
if the Company shall be in default, specifying all such defaults and the nature and status thereof of which he or she may have
knowledge.


ARTICLE ELEVEN 


REDEMPTION OF SECURITIES 


Section 11.01. Applicability
of Article.


Redemption of Securities of any series
at the option of the Company 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 11.02. Election to Redeem;
Notice to Trustee.


The election of the Company to redeem
any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company
of less than all of the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series to be redeemed and, in the event that the Company 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 Company shall notify the Trustee of such 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 Company which is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate evidencing compliance
with such restriction or condition.



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Section 11.03. 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 not more than 60 days prior to the Redemption Date by the Trustee from the
Outstanding Securities of such series or from the Outstanding Securities of such series with Equivalent Terms, as the case may
be, not previously called for redemption, by lot or such method as the Trustee shall deem fair and appropriate 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.


The Trustee shall promptly notify the
Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof to be redeemed.


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any 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 Stock 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 11.04. Notice of Redemption.


Notice of redemption shall be given in
the manner provided in Section 1.06, not less than 30 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 by mailing
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 mailed 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,


(2) the Redemption Price,


(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 provisos to the first paragraph of Section 11.06),
and, if applicable, that interest thereon shall cease to accrue on and after said date,


(6) the place or places where such Securities,
together (in the case of Bearer Securities) with all Coupons appertaining thereto, if any, maturing after the Redemption Date,
are to be surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts pertaining thereto,



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


(8) that, unless otherwise specified
in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all Coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing Coupon or Coupons will be deducted from the Redemption
Price, unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent is furnished,


(9) if Bearer Securities of any series
are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged
for Registered Securities not subject to redemption on the Redemption Date pursuant to Section 3.05 or otherwise, the last
date, as determined by the Company, on which such exchanges may be made,


(10) in the case of Securities of any
series that are convertible or exchangeable into Common Stock 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,


(11) the CUSIP number or the Euroclear
or the Cedel reference numbers of such Securities, if any (or any other numbers used by a Depositary to identify such Securities),
and


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


A notice of redemption published as contemplated
by Section 1.06 need not identify particular Registered Securities to be redeemed.


Notice of redemption of Securities to
be redeemed at the election of the Company shall be given by the Company or, at the Company’s request delivered at least
10 days before the date such notice is to be given (unless a shorter period shall be acceptable to the Trustee), by the Trustee
in the name and at the expense of the Company.


Section 11.05. Deposit of Redemption
Price.


On or prior to noon (local time in New
York City) on any Redemption Date, the Company shall deposit, with respect to the Securities of any series called for redemption
pursuant to Section 11.04, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money 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 3.01 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, except that, if the Securities of such series are convertible
or exchangeable into Common Stock or other securities or property, no such deposit shall be required with respect to any such Securities
(or portions thereof) which have been converted or exchanged prior to such Redemption Date.


Section 11.06. Securities Payable
on Redemption Date.


Notice of redemption having been given
as aforesaid, the Securities so to be redeemed (except, in the case of Securities which are convertible or exchangeable into Common
Stock or other securities or property, any such Securities which shall have been so converted or exchanged prior to the applicable
Redemption Date) 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 3.01) accrued and unpaid interest,
if any, thereon and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance
with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall
be paid by the Company 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, that, except as otherwise provided in or pursuant to this Indenture or the Bearer Securities of such series, installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation
and surrender of Coupons for such interest (at an Office or Agency located outside the United States except as otherwise provided
in Section 10.02), and provided, further, that, 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 3.07.



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If any Bearer Security surrendered for
redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after
deducting from the Redemption Price or, at the option of the Company, after payment to the Trustee for the benefit of the Company
of, an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived
by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them
and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any
such missing Coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled
to receive the amount so deducted; provided, however, that any interest or Additional Amounts represented by Coupons shall
be payable only upon presentation and surrender of those Coupons at an Office or Agency for such Security located outside of the
United States except as otherwise provided in Section 10.02.


If any Security called for redemption
shall not be so paid upon surrender thereof for redemption, 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 11.07. 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 Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new 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 Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Security in
global form as shall be specified in the Company 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 12.01. Applicability
of Article.


The provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of a series that by its terms provides for such a sinking fund,
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 12.02. 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 12.02. Satisfaction of
Sinking Fund Payments with Securities.


The Company 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 Company), together in the case of any Bearer Securities
of such series with all unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of such series which
have been redeemed either at the election of the Company 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 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 12.02, 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 Company
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 request of the Company from time to time pay over and
deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee
of Securities of that series purchased by the Company having an unpaid principal amount equal to the cash payment requested to
be released to the Company.



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Section 12.03. Redemption of
Securities for Sinking Fund.


Not less than 75 days prior to each sinking
fund payment date for any series of Securities, the Company shall deliver to the Trustee an Officers’ 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 12.02, 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 Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing
mandatory sinking fund payment, the Company 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 11.03 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.


ARTICLE THIRTEEN 


REPAYMENT AT THE OPTION OF HOLDERS



Section 13.01. 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 3.09, shall not operate as a payment, redemption or satisfaction
of the indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the
same to the Trustee with a directive that such Securities be cancelled. Notwithstanding anything to the contrary contained in this
Section 13.01, in connection with any repayment of Securities, the Company 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 Company on
repayment of such Securities, and the obligation of the Company 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 3.01 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.



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ARTICLE FOURTEEN 


SECURITIES IN FOREIGN CURRENCIES 


Section 14.01. 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, 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 Company may specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.


ARTICLE FIFTEEN 


MEETINGS OF HOLDERS OF SECURITIES



Section 15.01. Purposes for Which
Meetings May Be Called.


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


Section 15.02. Call, Notice and
Place of Meetings.


(1) The Trustee may at any time call
a meeting of Holders of Securities of any series for any purpose specified in Section 15.01, to be held at such time and at
such place in the City of New York, or, if Securities of such series have been issued in whole or in part as Bearer Securities,
in London or in such place outside the United States as the Trustee shall determine. Notice of every meeting of Holders of Securities
of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.06, not less than 21 nor more than 180 days prior to the date
fixed for the meeting.


(2) In case at any time the Company (by
or pursuant to a Board Resolution) or the Holders of at least 10% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 15.01,
by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed notice of or made the first publication of the notice of such meeting within 21 days after receipt of such request
(whichever shall be required pursuant to Section 1.06) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in the City of New York, or, if Securities of such series are to be issued as Bearer Securities,
in London for such meeting and may call such meeting for such purposes by giving notice thereof as provided in clause (1) of
this Section.


Section 15.03. Persons Entitled
to Vote at Meetings.


To be entitled to vote at any meeting
of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series,
or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities
of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders
of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.



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Section 15.04. Quorum; Action.


The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting or duly reconvened meeting
of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect
to a consent or waiver which this Indenture expressly provides may be given by the Holders of at least 66-2/3% in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote 66-2/3% in principal amount of the Outstanding Securities
of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting
may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice
of the reconvening of any adjourned meeting shall be given as provided in Section 15.02(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening
of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series which shall constitute a quorum.


Except as limited by the proviso to Section 9.02,
any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted
only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.02, any resolution with respect to any request,
demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of at least 66-2/3 % in principal amount of the Outstanding Securities of a series may be adopted
at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of
the Holders of at least 66-2/3 % in principal amount of the Outstanding Securities of that series; and provided, further,
that, except as limited by the proviso to Section 9.02, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote
of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series.


Any resolution passed or decision taken
at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders
of Securities of such series and the Coupons appertaining thereto, whether or not such Holders were present or represented at the
meeting.


Section 15.05. Determination
of Voting Rights; Conduct and Adjournment of Meetings.


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


(2) The Trustee shall, by an instrument
in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 15.02(2), in which case the Company or the Holders of Securities of the series calling
the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary
of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting.


(3) At any meeting, each Holder of a
Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such series held
or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. If the Securities of such series
are issuable in minimum denominations of less than $1,000, then a Holder of such a Security in a principal amount of less than
$1,000 shall be entitled to a fraction of one vote which is equal to the fraction that the principal amount of such Security bears
to $1,000. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.



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(4) Any meeting of Holders of Securities
of any series duly called pursuant to Section 15.02 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.


Section 15.06. Counting Votes
and Recording Action of Meetings.


The vote upon any resolution submitted
to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of
the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors
of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary
of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate,
of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that
said notice was given as provided in Section 15.02 and, if applicable, Section 15.04. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and
another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters therein stated.


ARTICLE SIXTEEN 


SUBORDINATION OF SECURITIES 


Section 16.01. Agreement to Subordinate.


The Company, for itself, its successors
and assigns, covenants and agrees, and each Holder of Securities of any series by his acceptance thereof, likewise covenants and
agrees, that the payment of the principal of (and premium, if any) and interest, if any (including amounts payable on redemption
or repurchase), on, and Additional Amounts, if any, in respect of each and all of the Securities of such series shall be expressly
subordinated, to the extent and in the manner provided in the Subordination Provisions established with respect to the Securities
of such series pursuant to Section 3.01(25) hereof, in right of payment to the prior payment in full of all Senior Indebtedness
with respect to such series.


* * * * *


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


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


	PEAPACK-GLADSTONE FINANCIAL CORPORATION	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	[NAME OF TRUSTEE],	 
	 	 
	as Trustee	 	 
	 	 	 
	By: 	 	 
	Name:	 	 
	Title:	 	 




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