Exhibit 4.1


 


EXECUTION VERSION


 


	Indenture
	 
	Dated December 19, 2017
	 
	BUSINESS DEVELOPMENT CORPORATION OF AMERICA
	 
	Issuer
	 
	and
	 
	U.S. BANK NATIONAL ASSOCIATION
	 
	Trustee
	 




     


     


    

 


Business Development Corporation of
America

Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of December 19, 2017


 


	Trust Indenture Act Section	 	Indenture Section
	 	 	 
	310 (a)(1)	 	607
	(a)(2)	 	607
	(a)(3)	 	602
	(a)(4)	 	N.A.
	(a)(5)	 	607
	(b)	 	604; 608; 609
	311 (a)	 	604; 613
	(b)	 	604;613
	312(a)	 	701;702
	(b)	 	702
	(c)	 	702
	313(a)	 	703
	(b)(1)	 	N.A.
	(b)(2)	 	N.A.
	(c)	 	703; 704
	(d)	 	703
	314 (a)	 	704; 1005
	(b)	 	N.A.
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	N.A.
	(d)	 	N.A.
	(e)	 	102
	315 (a)	 	602
	(b)	 	601
	(c)	 	602
	(d)	 	602
	(e)	 	515
	316 (a)(last sentence)	 	101 (“Outstanding”)
	(a)(1)(A)	 	512
	(a)(1)(B)	 	513
	(a)(2)	 	N.A.
	(b)	 	508
	(c)	 	N.A.
	317 (a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	318 (a)	 	107
	(b)	 	N.A.
	(c)	 	107


 


 






 


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


 


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	SECTION 101.	Definitions.	1
	 	 	 
	SECTION 102.	Compliance Certificates and Opinions.	9
	 	 	 
	SECTION 103.	Form of Documents Delivered to Trustee.	10
	 	 	 
	SECTION 104.	Acts of Holders.	10
	 	 	 
	SECTION 105.	Notices, Etc., to Trustee and Company.	11
	 	 	 
	SECTION 106.	Notice to Holders; Waiver.	11
	 	 	 
	SECTION 107.	Conflict with TIA.	12
	 	 	 
	SECTION 108.	Effect of Headings and Table of Contents.	12
	 	 	 
	SECTION 109.	Successors and Assigns.	12
	 	 	 
	SECTION 110.	Separability Clause.	12
	 	 	 
	SECTION 111.	Benefits of Indenture.	12
	 	 	 
	SECTION 112.	Governing Law.	12
	 	 	 
	SECTION 113.	Legal Holidays.	13
	 	 	 
	SECTION 114.	Submission to Jurisdiction.	13
	 	 	 
	ARTICLE 2 SECURITIES FORMS	13
	 	 	 
	SECTION 201.	Forms of Securities.	13
	 	 	 
	SECTION 202.	Form of Trustee’s Certificate of Authentication.	13
	 	 	 
	SECTION 203.	Securities Issuable in Global Form; Legends.	14
	 	 	 
	ARTICLE 3 THE SECURITIES	16
	 	 	 
	SECTION 301.	Amount Unlimited; Issuance.	16
	 	 	 
	SECTION 302.	Denominations.	18
	 	 	 
	SECTION 303.	Execution, Authentication, Delivery and Dating.	18
	 	 	 
	SECTION 304.	Temporary Securities.	20
	 	 	 
	SECTION 305.	Registration, Registration of Transfer and Exchange.	20
	 	 	 
	SECTION 306.	Book-Entry Provisions; Transfers of Global Securities.	22
	 	 	 
	SECTION 307.	Mutilated, Destroyed, Lost and Stolen Securities.	24
	 	 	 
	SECTION 308.	Payment of Interest; Interest Rights Preserved.	25
	 	 	 
	SECTION 309.	Persons Deemed Owners.	26


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 310.	Cancellation.	26
	 	 	 
	SECTION 311.	Computation of Interest.	26
	 	 	 
	SECTION 312.	Currency and Manner of Payments in Respect of Securities.	26
	 	 	 
	SECTION 313.	CUSIP Numbers.	26
	 	 	 
	ARTICLE 4 SATISFACTION AND DISCHARGE	27
	 	 	 
	SECTION 401.	Satisfaction and Discharge of Indenture.	27
	 	 	 
	SECTION 402.	Application of Trust Funds.	28
	 	 	 
	ARTICLE 5 REMEDIES	28
	 	 	 
	SECTION 501.	Events of Default	28
	 	 	 
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment.	29
	 	 	 
	SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	30
	 	 	 
	SECTION 504.	Trustee May File Proofs of Claim.	31
	 	 	 
	SECTION 505.	Trustee May Enforce Claims Without Possession of Securities.	32
	 	 	 
	SECTION 506.	Application of Money Collected.	32
	 	 	 
	SECTION 507.	Limitation on Suits.	32
	 	 	 
	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest.	33
	 	 	 
	SECTION 509.	Restoration of Rights and Remedies.	33
	 	 	 
	SECTION 510.	Rights and Remedies Cumulative.	33
	 	 	 
	SECTION 511.	Delay or Omission Not Waiver.	33
	 	 	 
	SECTION 512.	Control by Holders of Securities.	34
	 	 	 
	SECTION 513.	Waiver of Past Defaults.	34
	 	 	 
	SECTION 514.	Waiver of Stay or Extension Laws.	34
	 	 	 
	SECTION 515.	Undertaking for Costs.	34
	 	 	 
	ARTICLE 6 THE TRUSTEE	35
	 	 	 
	SECTION 601.	Notice of Defaults.	35
	 	 	 
	SECTION 602.	Certain Rights and Duties of Trustee.	35
	 	 	 
	SECTION 603.	Not Responsible for Recitals or Issuance of Securities.	37
	 	 	 
	SECTION 604.	May Hold Securities.	38
	 	 	 
	SECTION 605.	Money Held in Trust.	38


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 606.	Compensation and Reimbursement and Indemnification of Trustee	38
	 	 	 
	SECTION 607.	Corporate Trustee Required;	39
	 	 	 
	SECTION 608.	Disqualification; Conflicting Interests.	39
	 	 	 
	SECTION 609.	Resignation and Removal; Appointment of Successor.	39
	 	 	 
	SECTION 610.	Acceptance of Appointment by Successor.	40
	 	 	 
	SECTION 611.	Merger, Conversion, Consolidation or Succession to Business.	41
	 	 	 
	SECTION 612.	Appointment of Authenticating Agent.	41
	 	 	 
	SECTION 613.	Preferential Collection of Claims Against Issuer.	43
	 	 	 
	ARTICLE 7 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	43
	 	 	 
	SECTION 701.	Company to Furnish Trustee Names and Addresses of Holders.	43
	 	 	 
	SECTION 702.	Preservation of Information; Communications to Holders.	43
	 	 	 
	SECTION 703.	Reports by Trustee.	43
	 	 	 
	SECTION 704.	Reports by Company	43
	 	 	 
	ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	44
	 	 	 
	SECTION 801.	Company May Consolidate, Etc., Only on Certain Terms.	44
	 	 	 
	SECTION 802.	Successor Person Substituted.	45
	 	 	 
	ARTICLE 9 SUPPLEMENTAL INDENTURES	45
	 	 	 
	SECTION 901.	Supplemental Indentures Without Consent of Holders.	45
	 	 	 
	SECTION 902.	Supplemental Indentures with Consent of Holders.	46
	 	 	 
	SECTION 903.	Execution of Supplemental Indentures.	47
	 	 	 
	SECTION 904.	Effect of Supplemental Indentures.	47
	 	 	 
	SECTION 905.	Conformity with Trust Indenture Act.	47
	 	 	 
	SECTION 906.	Reference in Securities to Supplemental Indentures.	47
	 	 	 
	ARTICLE 10 COVENANTS	48
	 	 	 
	SECTION 1001.	Payment of Principal, Premium, if any, and Interest.	48
	 	 	 
	SECTION 1002.	Maintenance of Office or Agency.	48
	 	 	 
	SECTION 1003.	Money for Securities Payments to Be Held in Trust.	48
	 	 	 
	SECTION 1004.	Statement as to Compliance.	49
	 	 	 
	SECTION 1005.	Section 18(a)(1)(A) of the Investment Company Act.	49


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 1006.	Commission Reports and Reports to Holders.	49
	 	 	 
	SECTION 1007.	Compliance with Rule 14e-1.	49
	 	 	 
	ARTICLE 11 REDEMPTION OF SECURITIES	50
	 	 	 
	SECTION 1101.	Applicability of Article.	50
	 	 	 
	SECTION 1102.	Election to Redeem; Notice to Trustee.	50
	 	 	 
	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed.	50
	 	 	 
	SECTION 1104.	Notice of Redemption.	51
	 	 	 
	SECTION 1105.	Deposit of Redemption Price.	51
	 	 	 
	SECTION 1106.	Securities Payable on Redemption Date.	52
	 	 	 
	SECTION 1107.	Securities Redeemed in Part.	52
	 	 	 
	SECTION 1108.	Redemption Price.	52
	 	 	 
	SECTION 1109.	Other Acquisition.	52
	 	 	 
	ARTICLE 12 CHANGE OF CONTROL REPURCHASE	53
	 	 	 
	SECTION 1201.	Change of Control Repurchase Event.	53
	 	 	 
	SECTION 1202.	Change of Control Payment Date.	54
	 	 	 
	SECTION 1203.	Third Party Offers.	54
	 	 	 
	ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE	54
	 	 	 
	SECTION 1301.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.	54
	 	 	 
	SECTION 1302.	Defeasance and Discharge.	55
	 	 	 
	SECTION 1303.	Covenant Defeasance.	55
	 	 	 
	SECTION 1304.	Conditions to Defeasance or Covenant Defeasance.	55
	 	 	 
	SECTION 1305.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.	56
	 	 	 
	ARTICLE 14 Subordination of SEcurities	56
	 	 	 
	SECTION 1401.	Agreement to Subordinate.	56
	 	 	 
	SECTION 1402.	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Subordinated Securities	57
	 	 	 
	SECTION 1403.	No Payment on Subordinated Securities in Event of Default on Senior Indebtedness	58
	 	 	 
	SECTION 1404.	Payments on Subordinated Securities Permitted	58


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 1405.	Authorization of Holders to Trustee to Effect Subordination	58
	 	 	 
	SECTION 1406.	Notices to Trustee	59
	 	 	 
	SECTION 1407.	Trustee as Holder of Senior Indebtedness	59
	 	 	 
	SECTION 1408.	Modifications of Terms of Senior Indebtedness	59
	 	 	 
	SECTION 1409.	Reliance on Judicial Order or Certificate of Liquidating Agent	59


 




    	 	-v-	 



     


    

 


INDENTURE, dated as
of December 19, 2017, between BUSINESS DEVELOPMENT CORPORATION OF AMERICA, a Maryland corporation (hereinafter called the “Company”),
having its principal office at 9 West 57th Street, 49th Floor, Suite 4920, New York, NY 10019 and U.S. BANK
NATIONAL ASSOCIATION (hereinafter called the “Trustee”), having its office at 214 N. Tryon Street, 27th Floor,
Charlotte, NC 28202.


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company
has duly authorized the execution and delivery of this Indenture to provide for the issuance of from time to time hereafter for
its lawful purposes its debt securities (the “Securities”) evidencing its Unsecured Indebtedness, such Securities
to be issued in one or more series, unlimited as to principal amount, to bear such rates of interest, to mature at such times and
to have such other provisions as hereinafter provided; and


 


WHEREAS, all things
necessary to make (i) the Securities, when executed and duly issued by the Company and authenticated and delivered hereunder, the
valid obligations of the Company and (ii) this Indenture a valid and legally binding agreement of the Company, in accordance with
its terms, have been done.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


ARTICLE
1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 101.   Definitions.


 


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


 


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


 


(2)          all
other terms used herein that are defined in the Trust Indenture Act (as defined herein), either directly or by reference therein,
have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper,”
as used in Section 311 of the Trust Indenture Act, shall have the meanings assigned to them in the rules of the Commission (as
defined herein) adopted under the Trust Indenture Act;


 


(3)          all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America; and


 


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


 


Certain terms, used
in other Articles herein, are defined in those Articles.


 


“Act,”
when used with respect to any Holder of a Security, has the meaning specified in Section 104.


 


“Adviser”
means BDCA Adviser, LLC.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect to
any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing; provided that a specified Person will not be deemed to control any other Person solely
by virtue of having discretionary authority over the making or disposition of Investments on behalf of such other Person.


 




     


     


    

 


“Agent Member”
has the meaning set forth in Section 305.


 


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


 


“Authenticating
Agent” means any authenticating agent appointed by the Trustee pursuant to Section 612 to act on behalf of the Trustee
to authenticate Securities.


 


“Automatic
Exchange” has the meaning specified in Section 305.


 


“Automatic
Exchange Date” has the meaning specified in Section 305.


 


“Automatic
Exchange Notice” has the meaning specified in Section 305.


 


“Automatic
Exchange Notice Date” has the meaning specified in Section 305.


 


“Board of
Directors” means the board of directors of the Company, the executive committee or any committee of that board duly authorized
to act hereunder.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the
Board of Directors (or by a committee of the Board of Directors, to the extent that any such other committee has been authorized
by the Board of Directors to establish or approve the matters contemplated) and to be in full force and effect on the date of such
certification, and delivered to the Trustee.


 


“Business
Day,” when used with respect to any Place of Payment or any other particular location referred to in this Indenture or
in the Securities, means any day other than a Saturday, a Sunday or a day on which banking institutions in New York are authorized
or obligated by law or executive order to close.


 


“Change of
Control” means the occurrence of any of the following:


 


(i)           the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one
or a series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken
as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act),
other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt
instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, lease, transfer, conveyance or
disposition;


 


(ii)          the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly,
of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares; or


 


(iii)         the
approval by the Company’s stockholders of any plan or proposal relating to the liquidation or dissolution of the Company.


 


“Change of
Control Repurchase Event” means the occurrence of a Change of Control.


 




    	 	2	 



     


    

 


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


 


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


 


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


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Securities of any series to be redeemed that would be utilized, at the time of selection
and in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of the Securities being redeemed.


 


“Comparable
Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the Redemption Date,
after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four
such reference treasury dealer quotations, the average of all such quotations.


 


“Controlled
Subsidiary” means any subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by
the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct
or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or
otherwise.


 


“Corporate
Trust Office” means the designated office of the Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof for purposes of Section 1002 only is located at 214 N. Tryon Street, 27th Floor, Charlotte, NC
28202, 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, associations, companies and business trusts.


 


“Currency”
means any currency or currencies, composite currency or currency unit or currency units issued by the government of one or more
countries or by any reorganized confederation or association of such governments.


 


“Default”
means any event that is, or after notice or passage of time or both would be, an Event of Default.


 


“Defaulted
Interest” has the meaning specified in Section 308.


 


“Depository”
means the clearing agency registered under the Exchange Act that is designated to act as the Depository for Global Securities.
DTC shall be the initial Depository, until a successor shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, “Depository” shall mean or include such successor.


 


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


 




    	 	3	 



     


    

 


“DTC”
means The Depository Trust Company.


 


“Event of
Default” has the meaning specified in Article Five.


 


“Exchange
Act” means the United States Securities Exchange Act of 1934, and the rules and regulations promulgated by the Commission
thereunder and any statute successor thereto, in each case as amended from time to time.


 


“Global Security”
has the meaning specified in Section 203.


 


“Government
Obligations” means securities that are (i) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation
by the United States of America, which are not callable or redeemable at the option of the issuer thereof, and shall also include
a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific
payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a
depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation
or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt.


 


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


 


“IAI”
means an institution that is an “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act and is not a QIB.


 


“Indebtedness”
means, with respect to any Person, without duplication


 


(i)           indebtedness
of such Person in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments;


 


(ii)          indebtedness
secured by any Lien on any property or asset owned by such Person, but only to the extent of the lesser of (a) the amount of indebtedness
so secured and (b) the fair market value (determined in good faith by the board of directors of such Person or, in the case of
the Company and a Subsidiary, by the Board of Directors or a duly authorized committee thereof) of the property subject to such
Lien;


 


(iii)         reimbursement
obligations, contingent or otherwise, in connection with any letters of credit actually issued or amounts representing the balance
(other than letters of credit issued to provide credit enhancement or support with respect to other indebtedness otherwise reflected
as Indebtedness under this definition) or unconditional obligations to pay the deferred and unpaid purchase price of any property,
which purchase price is due more than six months after the date of placing such property in service or taking delivery and title
thereto, except any such balance that constitutes an accrued expense or trade payable; or


 


(iv)        any
lease of property by such Person as lessee which is required to be reflected on such Person’s balance sheet as a capitalized
lease in accordance with GAAP,


 


in the case of the items under clauses
(i), (ii) or (iii) above, to the extent that any such items (other than letters of credit) would appear as liabilities on such
Person’s balance sheet in accordance with GAAP; provided, however, that the term “Indebtedness”
will also (a) include, to the extent not otherwise included, any non-contingent obligation of such Person to be liable for, or
to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Indebtedness
of the types referred to above of another person other than obligations to be liable for the Indebtedness of another Person solely
as a result of non-recourse carve-outs (it being understood that Indebtedness shall be deemed to be incurred by such Person whenever
such Person shall create, assume, guarantee (on a non-contingent basis) or otherwise become liable in respect thereof) and (b)
exclude any such indebtedness (or obligation referenced in clause (i) above) that has been the subject of an “in substance”
defeasance in accordance with GAAP.


 




    	 	4	 



     


    

 


“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 shall include the terms of Securities established
as contemplated by Section 301 and the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument
and any indentures supplemental hereto; provided, however, that, if 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 the or those particular series
of Securities for which such Person is Trustee established as contemplated by Section 301; exclusive, however, of any provisions
or terms that relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or
provisions were adopted; and further exclusive of any provisions or terms adopted by means of one more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party.
The provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any indentures supplemental
hereto.


 


“Indexed Security”
means a Security as to which all or certain interest payments and/or the principal amount payable at Maturity are determined by
reference to prices, changes in prices, or differences between prices, of securities, currencies, intangibles, goods, articles
or commodities or by such other objective price, economic or other measures as are specified in Section 301 hereof.


 


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


 


“Junior Subordinated
Indebtedness” means the principal of (and premium, if any) and unpaid interest on (i) indebtedness of the Company (including
indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed
or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding
it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated
Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (ii) Junior Subordinated
Securities and (iii) renewals, extensions, modifications and refinancings of any such indebtedness.


 


“Junior Subordinated
Security” or “Junior Subordinated Securities” means any Security or Securities designated pursuant
to Section 301 as a Junior Subordinated Security.


 


“Lien”
means any lien (statutory or other), mortgage, pledge, hypothecation, assignment deposit arrangement, encumbrance or preference,
priority or other security agreement of any kind or nature whatsoever.


 


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


 


“Notice of
Default” has the meaning provided in Section 501.


 


“Officer’s
Certificate” means a certificate signed by the Chief Executive Officer, President, an Executive Vice President or a Vice
President of the Company, and by the Chief Financial Officer, Chief Compliance Officer, Treasurer, Secretary or an Assistant Secretary
of the Company, and delivered to the Trustee.


 




    	 	5	 



     


    

 


“Opinion of
Counsel” means a written opinion of counsel, who may be counsel for the Company or who may be an employee of or other
counsel for the Company and who shall be reasonably satisfactory to the Trustee.


 


“Original
Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of Maturity thereof pursuant to Section 502.


 


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


 


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


 


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


 


(iii)         Securities,
except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Article Thirteen;


 


(iv)        Securities
that have been changed into any other securities of the Company or any other Person in accordance with this Indenture;


 


(v)         Securities
which have been paid pursuant to Section 308 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid
obligations of the Company; and


 


(vi)        Securities
as to which any other particular conditions to not being outstanding have been satisfied;


 


provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, and for the purpose of making the calculations required by TIA Section 313, (i)
Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making
such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded and (ii) if the unpaid principal amount payable at Stated Maturity of a Security is not determinable
as of such date, the principal amount of such Security which shall be deemed to be outstanding shall be the amount as specified
or determined as contemplated by Section 301. Securities so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of (or premium, if any) or interest, if any, on any Securities
on behalf of the Company. The Trustee shall be the initial Paying Agent, until a successor shall have been appointed by the Company
and become such, and thereafter, “Paying Agent” shall mean or include such successor.


 


“Permitted
Holders” means (i) the Company, (ii) one or more of the Company’s Controlled Subsidiaries and (iii) the Adviser,
any affiliate of the Adviser or any entity that is managed by the Adviser that is organized under the laws of a jurisdiction located
in the United States of America and in the business of managing or advising clients.


 




    	 	6	 



     


    

 


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


 


“Place of
Payment”, when used with respect to any series of Securities, means the place or places where the principal of (and premium,
if any) and interest, if any, on such Securities are payable as specified and as contemplated by Section 1002.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 307 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.


 


“QIB”
means any “qualified institutional buyer” as such term is defined in Rule 144A under the Securities Act.


 


“Quotation
Agent” means a Reference Treasury Dealer selected by the Company.


 


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


 


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


 


“Reference
Treasury Dealer” means each of (1) Wells Fargo Securities, LLC and (2) Citigroup Global Markets, Inc., or their respective
affiliates which are primary U.S. government securities dealers and their respective successors; provided, however, that if any
of the foregoing or their affiliates shall cease to be a primary U.S. government securities dealer in the United States (a “Primary
Treasury Dealer”), the Company shall select another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New
York City time on the third Business Day preceding such Redemption Date.


 


“Registered
Security” means any Security that is registered in the Security Register.


 


“Regular Record
Date” for the interest payable on any Interest Payment Date on the Registered Securities means the date specified for
that purpose, whether or not a Business Day.


 


“Resale Restriction
Termination Date” has the meaning specified in Section 306(9).


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer of the Trustee assigned by the Trustee to administer
its corporate trust matters and who shall have direct responsibility for the administration of this Indenture.


 


“Restricted
Global Security” has the meaning specified in Section 305.


 


“Restricted
Securities Legend” has the meaning specified in Section 203.


 




    	 	7	 



     


    

 


“Securities
Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
as amended.


 


“Security”
or “Securities” has the meaning stated in the first recital of this Indenture and, more particularly, means
any Security or Securities 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 the Indenture as to which such
Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of Securities as to which such Person is not Trustee.


 


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


 


“Senior Indebtedness”
means the principal of (and premium, if any) and unpaid interest on (i) indebtedness of the Company (including indebtedness of
others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed,
for money borrowed, unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided
that such indebtedness is not senior or prior in right of payment to Subordinated Indebtedness, (ii) Senior Securities and (iii)
renewals, extensions, modifications and refinancings of any such indebtedness.


 


“Senior Security”
or “Senior Securities” means any Security or Securities designated pursuant to Section 301 as a Senior Security.


 


“Senior Subordinated
Indebtedness” means the principal of (and premium, if any) and unpaid interest on (i) indebtedness of the Company
(including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred,
assumed or guaranteed, for money borrowed, that in the instrument creating or evidencing the same or pursuant to which the same
is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness,
equally and pari passu in right of payment with all other Senior Subordinated Indebtedness and senior in right of payment
to any Junior Subordinated Indebtedness, (ii) Senior Subordinated Securities and (iii) renewals, extensions, modifications
and refinancings of any such indebtedness.


 


“Senior Subordinated
Security” or “Senior Subordinated Securities” means any Security or Securities designated pursuant
to Section 301 as a Senior Subordinated Security.


 


“Significant
Subsidiary” has the meaning given such term in Article 1, Rule 1-02 of Regulation S-X promulgated under the Exchange
Act.


 


“Special Record
Date” for the payment of any Defaulted Interest on the Registered Securities means a date fixed by the Trustee pursuant
to Section 308.


 


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


 


“Subordinated
Debt” means those portfolio investments of the Company and its consolidated Subsidiaries that are categorized as “Subordinated
Debt” in the Company’s Condensed Consolidated Schedule of Investments, as prepared on a consolidated basis in accordance
with GAAP.


 


“Subordinated
Indebtedness” means any Senior Subordinated Indebtedness or Junior Subordinated Indebtedness.


 


“Subsidiary”
means (1) any corporation a majority of the outstanding voting stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries of the Company, (2) any other Person (other than a corporation) in which such
Person, one or more Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly,
at the date of determination thereof has a majority ownership interest, or (3) a partnership in which such Person or a Subsidiary
of such Person is, at the time, a general partner and in which such Person, directly or indirectly, at the date of determination
thereof has a majority ownership interest. For the purposes of this definition, “voting stock” means stock having voting
power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by
reason of any contingency.


 


“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity
of the Comparable Treasury Issue (computed as of the third Business Day immediately preceding the redemption), assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Redemption Price and the Treasury Rate will be determined by the Company.


 




    	 	8	 



     


    

 


“Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which
this Indenture was executed, except as provided in Section 905; provided, however, that in the event the Trust Indenture
Act of 1939 is amended after such date, “Trust Indenture Act” and “TIA” means, to the extent required by
such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


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


 


“United States
person” means any individual who is a citizen or resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States, any state thereof or the District of Columbia (other than a partnership
that is not treated as a United States person under any applicable Treasury regulations), any estate the income of which is subject
to United States federal income taxation regardless of its source, or any trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control
all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in the Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as United States persons prior to such date that elect to continue
to be treated as United States persons, will also be United States persons.


 


“Unrestricted
Global Security” has the meaning specified in Section 305.


 


“Unsecured
Indebtedness” means Indebtedness of the Company or any of its Subsidiaries which is not secured by a Lien on any property
or assets of the Company or any of its Subsidiaries.


 


“Voting Stock”
as applied to stock of any person, means shares, interests, participations or other equivalents in the equity interest (however
designated) in such person having ordinary voting power for the election of a majority of the directors (or the equivalent) of
such person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence
of a contingency.


 


SECTION 102.   Compliance
Certificates and Opinions.


 


Upon any application
or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to
the Trustee 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 is specifically required by any provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.


 




    	 	9	 



     


    

 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section
1004) shall include:


 


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


 


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


 


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


 


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


 


SECTION 103.   Form
of Documents Delivered to Trustee.


 


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


 


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


 


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


 


SECTION 104.   Acts
of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series of Securities, as the case may be, may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed
in writing. 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. 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 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
104.


 


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


 




    	 	10	 



     


    

 


(c)          The
ownership of Registered Securities shall be proved by the Security Register.


 


(d)          If
the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Such record date shall be the record date specified in or pursuant to such Board
Resolution. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes 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 on such record date shall be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than eleven months after the record date.


 


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


 


SECTION 105.   Notices,
Etc., to Trustee and Company.


 


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


 


(1)          the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished, filed or mailed,
first-class postage prepaid in writing to or with the Trustee at its Corporate Trust Office, Attention: Global Trust Services,
or at any other address previously furnished in writing to the Company by the Trustee, or if in writing and sent by facsimile transmission
or email to the facsimile number or email address designated by the Trustee, followed by delivery of original documentation within
one Business Day, or


 


(2)          the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified
in the first paragraph of this Indenture, to the attention of its Secretary or at any other address previously furnished in writing
to the Trustee by the Company, or if in writing and sent by facsimile transmission or email to the facsimile number or email address
designated by the Company, followed by delivery of original documentation within one Business Day.


 


SECTION 106.   Notice
to Holders; Waiver.


 


Where this Indenture
provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, by overnight courier
guaranteeing next day delivery, or by facsimile transmission or email, followed by delivery of original documentation within one
Business Day, to each such Holder affected by such event, at his address, facsimile number or email address, as applicable, as
it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders of Registered Securities is given by mail or by overnight courier guaranteeing
next day delivery, or where notice is given by facsimile or email with the original documentation to follow, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities. Any notice mailed or sent to a Holder in the manner herein prescribed shall
be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.


 




    	 	11	 



     


    

 


If by reason of the
suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give such
notice by mail, facsimile or email, then such notification to Holders of Registered Securities as shall be made with the approval
of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder.


 


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


 


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


 


SECTION 107.   Conflict
with TIA.


 


If any provision of
this Indenture limits, qualifies or conflicts with a provision of the TIA that is required under the TIA to be a part of and govern
this Indenture, the provision of the TIA shall control. If any provision
of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the
TIA shall be deemed to apply to this Indenture as so modified or only to the extent not so excluded, as the case may be.


 


SECTION 108.   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 109.   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 110.   Separability
Clause.


 


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


 


SECTION 111.   Benefits
of Indenture.


 


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


 


SECTION 112.   Governing
Law.


 


This Indenture and
the Securities shall be governed by and construed in accordance with the law of the State of New York. The parties agree that all
actions and proceedings arising out of this Indenture or any of the transactions contemplated hereby shall be brought in the courts
of the State of New York located in the Borough of Manhattan of The City of New York or in the courts of the United States of America
for the Southern District of New York and, in connection with any such action or proceeding, the parties submit to the jurisdiction
of, and venue in, such jurisdictions. Each of the parties hereto and each Holder also irrevocably waives all right to trial by
jury in any action, proceeding or counterclaim arising out of this Indenture or the transactions contemplated hereby.


 




    	 	12	 



     


    

 


SECTION 113.   Legal
Holidays.


 


In any case where any
Interest Payment Date, Redemption Date, Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or in any series of Security which specifically states that
such provision shall apply in lieu of this Section 113), payment of principal (or premium, if any) or interest, if any, need not
be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date, Redemption Date, or at the Stated Maturity or Maturity; provided
that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date,
Stated Maturity or Maturity, as the case may be.


 


SECTION 114.   Submission
to Jurisdiction.


 


The parties agree that
all actions and proceedings arising out of this Indenture or any of the transactions contemplated hereby shall be brought in the
courts of the State of New York located in the Borough of Manhattan of The City of New York or in the courts of the United States
of America for the Southern District of New York and, in connection with any such action or proceeding, the parties submit to the
jurisdiction of, and venue in, such jurisdictions. Each of the parties hereto and each Holder also irrevocably waives all right
to trial by jury in any action, proceeding or counterclaim arising out of this Indenture or the transactions contemplated hereby.


 


ARTICLE
2

SECURITIES FORMS


 


SECTION 201.   Forms
of Securities.


 


The Securities of each
series shall be in substantially the forms as shall be established in one or more indentures supplemental hereto or approved from
time to time by or pursuant to a Board Resolution in accordance with Section 301, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may
have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply
with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which
the Securities may be listed, or to conform to usage.


 


The definitive Securities
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 officers executing such Securities, as evidenced
by their execution of such Securities.


 


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


 


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


 


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


 


	 	U.S. BANK NATIONAL ASSOCIATION, 

as Trustee
	 	 
	 	By:	 
	 	 	Authorized Officer


 




    	 	13	 



     


    

 


SECTION 203.   Securities
Issuable in Global Form; Legends.


 


Securities offered
and sold to QIBs in reliance on Rule 144A shall be issued in the form of a permanent global Security, without interest coupons,
including appropriate legends as set forth below (the “Rule 144A Global Security”).


 


Securities resold to
IAIs shall be issued in the form of a permanent global Security, without interest coupons, including appropriate legends as set
forth below (the “IAI Global Security”).


 


The Rule 144A Global
Security and the IAI Global Security (each a “Global Security” and, collectively, the “Global Securities”),
shall represent such of the Outstanding Securities as shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented
thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Global Security to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee or
the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and,
if applicable, Section 304, the Trustee or the Security Registrar shall deliver and redeliver any Global Security in the manner
and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant
to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement, delivery
or redelivery of a Global Security shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion
of Counsel.


 


The provisions of the
last sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and
sold by the Company and the Company delivers to the Trustee or the Security Registrar the Global Security together with written
instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence
of Section 303.


 


Payment of principal
of (and premium, if any) and interest, if any, on any Global Security in permanent form shall be made to the Person or Persons
specified therein.


 


Notwithstanding the
provisions of Section 309 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 permanent Global
Security, the Holder of such permanent Global Security.


 


Every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the following form:


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 




    	 	14	 



     


    

 


Every Security authenticated
and delivered hereunder shall bear an additional legend in substantially the following form (the “Restricted Securities
Legend”) unless and until such Restricted Securities Legend is no longer required in accordance with Section 305:


 


THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”)) OR AN INSTITUTIONAL ACCREDITED INVESTOR (UNDER RULE 501(a)(1), (2),
(3), OR (7) UNDER THE SECURITIES ACT) AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
“RESALE RESTRICTION TERMINATION DATE”) WHICH IS SIX MONTHS (OR SUCH OTHER DATE WHEN RESALES OF SECURITIES BY
NON-AFFILIATES ARE FIRST PERMITTED UNDER RULE 144(d)) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF
THIS SECURITY) OR THE DATE OF ANY SUBSEQUENT REOPENING OF THE SECURITIES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE
OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING
ANY STATE OF THE UNITED STATES, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO EACH OF THEM AND/OR A CERTIFICATE OF TRANSFER OR EXCHANGE IN THE
FORM PRESCRIBED IN THE INDENTURE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.


 


BY ITS ACQUISITION
AND HOLDING OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT EITHER (I) IT IS
NOT AND WILL NOT BE FOR SO LONG AS IT HOLDS ANY SECURITY (OR INTEREST IN A SECURITY) AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT
TO THE FIDUCIARY RESPONSIBILITY REQUIREMENT OF TITLE I OF U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
A “PLAN” OR ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF SUCH EMPLOYEE BENEFIT PLAN OR PLAN’S INVESTMENT IN
THE ENTITY, OR A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER
LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”),
OR (II) THE PURCHASE, HOLDING AND DISPOSITION OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN, A SIMILAR VIOLATION
UNDER ANY APPLICABLE SIMILAR LAWS.


 




    	 	15	 



     


    

 


ARTICLE
3

THE SECURITIES


 


SECTION 301.   Amount
Unlimited; Issuance.


 


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


 


(2)          The
Securities may be issued in one or more series and shall be designated as Senior Securities, Senior Subordinated Securities or
Junior Subordinated Securities. Senior Securities are unsubordinated, shall rank equally pari passu with all of the Company’s
Senior Indebtedness and senior to all Subordinated Securities. Senior Subordinated Securities shall rank junior to the Company’s
Senior Indebtedness, equally and pari passu with all other Senior Subordinated Indebtedness and senior to any Junior Subordinated
Indebtedness. Junior Subordinated Securities shall rank junior to the Company’s Senior Indebtedness and any Senior Subordinated
Indebtedness and equally and pari passu with all other Junior Subordinated Indebtedness.


 


(3)          With
respect to any series of Securities, the Company shall set forth the following information in a Board Resolution and an Officer’s
Certificate or in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (i), (ii) and
(xiii) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the
series when issued from time to time):


 


(i)          The
title of the Securities of the series including CUSIP numbers (which shall distinguish the Securities of such series from all other
series of Securities);


 


(ii)         Any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered pursuant to this
Indenture;


 


(iii)        the
date or dates, or the method by which such date or dates will be determined and extended, on which the principal of the Securities
of the series shall be payable;


 


(iv)        The
rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall
be determined, the date or dates from which such interest shall accrue or the method by which such date or dates shall be determined,
the Interest Payment Dates on which such interest will be payable and the Regular Record Date, if any, for the interest payable
on any Security on any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which such
interest shall be calculated if other than that of a 360-day year of twelve 30-day months;


 


(v)         The
places or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal (and
premium, if any) and interest, if any, on Securities of the series shall be payable, any Securities of the series may be surrendered
for registration of transfer, Securities of the series may be surrendered for exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon
the Company in respect of the Securities of the series and this Indenture may be served;


 


(vi)        The
period or periods within which, or the date or dates on which, the price or prices at which, the Currency or Currencies which,
and other terms and conditions upon which Securities of the series may be redeemed, in whole or in party, at the option of the
Company, if the Company is to have the option;


 




    	 	16	 



     


    

 


(vii)       The
obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price
or prices at which, the Currency or Currencies in which, and other terms and conditions upon which Securities of the series shall
be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;


 


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


 


(ix)         if
other than the Trustee, the identity of each such Security Registrar and/or Paying Agent;


 


(x)          if
other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable
upon declaration of Maturity thereof pursuant to Section 502, upon redemption of the Securities of the series which are redeemable
before their Stated Maturity, upon surrender for repayment upon the option of the Holder, or which the Trustee shall be entitled
to claim pursuant to Section 504 or the method by which such portion shall be determined;


 


(xi)         whether
the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or
more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;


 


(xii)        provisions,
if any, granting special rights to the Holders of Securities of the series, including, without limitation, with respect to any
collateral securing such Securities;


 


(xiii)       any
deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to Securities of
the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth
herein;


 


(xiv)      whether
any Securities of the series are to be issuable initially in temporary global form with or without coupons and whether any Securities
of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests
in any such permanent Global Security may exchange such interests for Securities of such series in certificated form and of like
tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in
the manner provided in Section 305;


 


(xv)       the
date as of which of the series and temporary global Security representing Outstanding Securities of the series shall be dated if
other than the date of original issuance of the first Security of the series to be issued;


 


(xvi)      the
Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date
will be paid if other than in the manner provided in Section 304; and the extent to which, or the manner in which, any interest
payable on a permanent Global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 308;


 




    	 	17	 



     


    

 


(xvii)     the
applicability, if any, of Sections 1302 and/or 1303 to the Securities of the series and any provisions in modification of,
in addition to or in lieu of any of the provisions of Article Thirteen;


 


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


 


(xix)       the
designation of the initial Exchange Rate Agent, if any;


 


(xx)        if
the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to
be authenticated and delivered;


 


(xxi)       if
the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company),
the terms and conditions upon which such Securities will be so convertible or exchangeable;


 


(xxii)      if
the Securities of the series are to be listed on a securities exchange, the name of such exchange; and


 


(xxiii)     any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture or the requirements of the
Trust Indenture Act), including, but not limited to, secured Securities and guarantees of Securities.


 


All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.


 


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


 


SECTION 302.   Denominations.


 


Except as otherwise
specified with respect to a series of Securities in accordance with the provisions of Section 301, the Securities shall be issuable
in denominations of $1,000 and integral multiples of $1,000 in excess thereof, other than Securities issued in definitive form
in exchange for Global Securities or beneficial interests therein (which shall be issuable in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof).


 


SECTION 303.   Execution,
Authentication, Delivery and Dating.


 


The Securities shall
be executed on behalf of the Company by its Chief Executive Officer, its President, its Chief Financial Officer or any of its Executive
Vice Presidents or Vice Presidents and attested by its Secretary or any of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or by facsimile, .pdf attachment or other electronically transmitted signature (with an
original manual signature to be sent to the Trustee via overnight mail immediately thereafter) of the present or any future such
authorized officer and may be imprinted or otherwise reproduced on the Securities.


 


Securities bearing
the signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.


 




    	 	18	 



     


    

 


At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the
Company, to the Trustee for authentication, together with a Company Order and an Officers’ Certificate and Opinion of Counsel
in accordance with Section 102 for the authentication and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If all of the Securities of any series are not to be issued at one time and
if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series,
such as interest rate, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled
to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon an Opinion of Counsel stating,


 


(i)          that
the form or forms of such Securities have been established in conformity with the provisions of this Indenture;


 


(ii)         that
the terms of such Securities have been established in conformity with the provisions of this Indenture; and


 


(iii)        that
such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication
in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization
and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general
equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders
of such Securities.


 


Notwithstanding the
provisions of Section 301 and this Section 303, if all of the Securities
of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required
pursuant to Section 301 or the Company Order, Opinion of Counsel or Officers’ Certificate otherwise required pursuant to
the preceding paragraph at the time of issuance of each such Security of such series, but such order, opinion and certificates,
with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first
Security of such series.


 


If such form or terms
have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture
or otherwise in a manner that is not reasonably acceptable to the Trustee.


 


Each Registered Security
shall be dated the date of its authentication.


 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly executed by the Trustee or an Authenticating Agent
by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold
by the Company, the Company shall deliver such Security to the Trustee for cancellation as provided in Section 310 together with
a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 




    	 	19	 



     


    

 


SECTION 304.   Temporary
Securities.


 


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


 


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


 


SECTION 305.   Registration,
Registration of Transfer and Exchange.


 


The Company shall cause
to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register
for the Securities (the register maintained in such office or in any such office or agency of the Company in a Place of Payment
being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for the purpose
of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided, and for
facilitating exchanges of temporary Global Securities for permanent Global Securities or definitive Securities, or both, or of
permanent Global Securities for definitive Securities, or both, as herein provided. In the event that the Trustee shall cease to
be Security Registrar, it shall have the right to examine the Security Register at all reasonable times. In acting hereunder and
in connection with the Securities, the Security Registrar shall act solely as an agent of the Company, and will not thereby assume
any obligations towards or relationship of agency or trust for or with any Holder.


 


Subject to the terms
and conditions of this Section 305 and Section 306, a Holder may transfer a Security (or a beneficial interest therein) to another
Person or exchange a Security (or a beneficial interest therein) for another Security or Securities of any authorized denomination
by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange,
accompanied by any certification, opinion or other document required by Section 305 or Section 306. The Trustee will promptly register
any transfer or exchange that meets the requirements of this Section 305 and Section 306 by noting the same in the Security Register
maintained by the Trustee for such purpose, and no transfer or exchange will be effective until it is registered in such Security
Register. The transfer or exchange of any Security (or a beneficial interest therein) may only be made in accordance with this
Section 305 and Section 306 and, in the case of Global Securities (or a beneficial interest therein), the applicable rules and
procedures of the Depository. The Trustee shall refuse to register any requested transfer or exchange that does not comply with
this paragraph.


 


Upon the transfer or
replacement of Securities not bearing a Restricted Securities Legend, the Trustee shall deliver Securities that do not bear a Restricted
Securities Legend. Upon the transfer, exchange, or replacement of Securities bearing a Restricted Securities Legend, the Trustee
shall deliver only Securities that bear a Restricted Securities Legend unless (i) a Security is being transferred pursuant to an
effective registration statement, (ii) Securities are being exchanged for Securities that do not bear the Restricted Securities
Legend in accordance with the following paragraph, or (iii) there is delivered to the Trustee an Opinion of Counsel satisfactory
to it stating that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with
the provisions of the Securities Act, upon which opinion the Trustee may conclusively rely. Any Securities sold in a registered
offering shall not be required to bear the Restricted Securities Legend.


 




    	 	20	 



     


    

 


Upon the Company’s
satisfaction that the Restricted Securities Legend shall no longer be required in order to maintain compliance with the Securities
Act, beneficial interests in a Global Security of a series bearing the Restricted Securities Legend (a “Restricted Global
Security”) may be automatically exchanged into beneficial interests in a Global Security of such series not bearing the
Restricted Securities Legend (an “Unrestricted Global Security”) without any action required by or on behalf
of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar day after
the relevant issue date of such Securities, or in each case, if such day is not a Business Day, on the next succeeding Business
Day (the “Automatic Exchange Date”).


 


Upon the Company’s
satisfaction that the Restricted Securities Legend shall no longer be required in order to maintain compliance with the Securities
Act, the Company shall (i) provide written notice to the Depository and the Trustee at least fifteen (15) calendar days prior to
the Automatic Exchange Date, instructing the Depository to exchange all of the outstanding beneficial interests in a particular
Restricted Global Security relating to a series of Securities to the Unrestricted Global Security of such series, which the Company
shall have previously otherwise made eligible for exchange with the DTC, (ii) provide prior written notice (the “Automatic
Exchange Notice”) to each Holder of such Security at such Holder’s address appearing in the register of Holders
at least fifteen (15) calendar days prior to the Automatic Exchange Date (the “Automatic Exchange Notice Date”),
which notice must include (w) the Automatic Exchange Date, (x) the section of this Indenture pursuant to which the Automatic Exchange
shall occur, (y) the “CUSIP” number of the Restricted Global Security from which such Holder’s beneficial interests
will be transferred and (z) the “CUSIP” number of the Unrestricted Global Security into which such Holder’s beneficial
interests will be transferred, and (iii) on or prior to the Automatic Exchange Date, deliver to the Trustee for authentication
one or more Unrestricted Global Securities, duly executed by the Company, in an aggregate principal amount equal to the aggregate
principal amount of Restricted Global Securities to be exchanged into such Unrestricted Global Securities. At the Company’s
written request on no less than five (5) calendar days’ notice prior to the Automatic Exchange Notice Date, the Trustee shall
deliver, in the Company’s name and at its expense, the Automatic Exchange Notice to each Holder at such Holder’s address
appearing in the register of Holders; provided that the Company has delivered to the Trustee the information required to be included
in such Automatic Exchange Notice.


 


Notwithstanding anything
to the contrary in this Section 305, during the fifteen (15) calendar day period prior to the Automatic Exchange Date, no transfers
or exchanges other than pursuant to this Section 305 shall be permitted without the prior written consent of the Company. As a
condition to any Automatic Exchange, the Company shall provide, and the Trustee shall be entitled to conclusively rely upon, an
Officer’s Certificate and Opinion of Counsel to the Company to the effect that the Automatic Exchange shall be effected in
compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend
shall no longer be required in order to maintain compliance with the Securities Act and that the aggregate principal amount of
the particular Restricted Global Security is to be transferred to the particular Unrestricted Global Security by adjustment made
on the records of the Trustee, as custodian for the Depository to reflect the Automatic Exchange. Upon such exchange of beneficial
interests pursuant to this Section 305, the aggregate principal amount of the Global Securities shall be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the Depository, to reflect the relevant increase or decrease
in the principal amount of such Global Security resulting from the applicable exchange. The Restricted Global Security from which
beneficial interests are transferred pursuant to an Automatic Exchange shall be cancelled following the Automatic Exchange.


 


Any definitive Security
delivered in exchange for an interest in a Global Security pursuant to Section 306(7) shall, except as otherwise provided above,
bear the applicable legend regarding transfer restrictions applicable thereto set forth in this Section 305 and Section 203.


 


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


 


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


 




    	 	21	 



     


    

 


No service charge shall
be made for any registration of transfer or exchange of Securities, but the Company or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906, or 1107 not involving any transfer.


 


The Company shall not
be required (i) to issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption
during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 1103
and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer
of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed or (iii) to issue, register the transfer of or exchange any Security
that has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so
repaid.


 


Neither the Company,
the Trustee, nor any of their respective agents shall have any responsibility or obligation to any beneficial owner of a Global
Security, a member of, or a participant in, DTC (collectively, with members and participants in the Depository, “Agent
Members”) or any other Person (i) with respect to the accuracy of the records of DTC or its nominee or of any Agent Member
thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member or beneficial
owner or other Person (other than DTC) of any notice (including any notice of redemption or purchase) or the payment of any amount
or delivery of any Securities (or other security or property) under or with respect to such Securities or with respect to maintaining,
supervising or reviewing any of DTC’s records or the records of any Agent Member of DTC relating to the beneficial ownership
interests in the Global Securities, (ii) any delay by a Holder of Global Securities or the Depository in identifying the beneficial
owners of such Securities, or (iii) for any other matter relating to the actions and practices of the Depository or any of its
Agent Members. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the
Securities shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the
case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through DTC subject
to the applicable rules and procedures of DTC. The Trustee and the Company may rely and shall be fully protected in relying upon
information furnished by DTC with respect to its Agent Members and any beneficial owners. Notwithstanding anything to the contrary
contained herein, the Trustee and the Company may conclusively rely on, and will have no liability in relying on, instructions
from a Holder of Global Securities or the Depository for all purposes.


 


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
DTC’s Agent Members or beneficial owners 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 of its agents shall have any responsibility for any actions taken or not taken by DTC.


 


SECTION 306.   Book-Entry
Provisions; Transfers of Global Securities.


 


This Section 306 shall
apply only to Global Securities deposited with the Trustee, as custodian for Depository.


 


(1)         Each
Global Security initially shall (x) be registered in the name of the Depository or the nominee of the Depository, (y) be delivered
to the Trustee as custodian for the Depository and (z) bear legends as set forth in Section 203. Transfers of a Global Security
(but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depository, its
successors or its respective nominees, except as set forth in Section 301(4) above. If a beneficial interest in a Global Security
is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the
principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange
and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security
that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest
in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest
in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and
other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.


 




    	 	22	 



     


    

 


(2)         Agent
Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or
by the Trustee, as the custodian of the Depository, or under such Global Security, and the Depository may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between
the Depository and its Agent Members, the operation of customary practices of the Depository governing the exercise of the rights
of a holder of a beneficial interest in any Global Security.


 


(3)         In
connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to Section 305 to beneficial
owners who are required to hold definitive Securities, the Trustee, as custodian for the Depository, shall reflect on its books
and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount
of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate
and make available for delivery, one or more definitive Securities of like tenor and amount.


 


(4)         In
connection with the transfer of an entire Global Security to beneficial owners pursuant to Section 305, such Global Security shall
be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate
and make available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest
in such Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.


 


(5)         The
registered Holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons
that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the
Securities.


 


(6)         Any
Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such
Global Security may be effected only through a book-entry system maintained by (i) the Holder of such Global Security (or its agent)
or (ii) any holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global
Security shall be required to be reflected in a book entry.


 


(7)         Except
as provided below, owners of beneficial interests in Global Securities will not be entitled to receive definitive Securities in
certificated form. Beneficial owners may obtain definitive Securities in exchange for their beneficial interests in a Global Security
only upon at least 20 days’ prior written notice given to the Trustee by or on behalf of the Depository in accordance with
the Depository’s and the Registrar’s customary procedures. In addition, Global Securities (in the form of Exhibit A)
shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if:


 


(i)          the
Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or the Depository
ceases to be a clearing agency registered under the Exchange Act at a time when the Depository is required to be so registered
in order to act as the Depository, and in each case a successor Depository is not appointed by the Company within 90 days of such
notice, or


 


(ii)         there
has occurred and is continuing an Event of Default and the Depository notifies the Trustee of its decision to exchange the Global
Security for definitive Securities in certificated form.


 




    	 	23	 



     


    

 


(8)         In
all cases, definitive Securities in certificated form delivered in exchange for any Global Security or beneficial interest therein
will be registered in the names, and issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof,
requested by or on behalf of the Depository (in accordance with the Depository’s customary procedures) and will bear the
restrictive legend set forth in Section 203.


 


(9)         With
respect to any proposed registration of transfer of any Security prior to (x) the date which is six months (or such other date
when resales of securities by non-Affiliates are first permitted under Rule 144(d) of the Exchange Act) after the later of the
date of the original issue date of the applicable Securities or the date of any subsequent reopening of such Securities and the
last date on which the Company or any of the Company’s Affiliates were the owner of such Securities (or any predecessor thereto)
or (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”),
the Holder of such Security and each subsequent Holder thereof shall offer, sell, or otherwise transfer such Security only (i)
to the Company or any of the Company’s Subsidiaries, (ii) pursuant to a registration statement which has become effective
under the Securities Act, (iii) for so long as such Security is eligible for resale pursuant to Rule 144A, to a Person it reasonably
believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the transfer is being
made in reliance on Rule 144A, (iv) to a Person it reasonably believes is an IAI that purchases for its own account or for the
account of another IAI or (v) pursuant to any other available exemption from the registration requirements of the Securities Act;
in each of the foregoing cases subject to any requirements of law that the disposition of its property or the property of such
investor account or accounts be at all times within its or their control and in compliance with any applicable state securities
laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.


 


SECTION 307.   Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security
is surrendered to the Trustee or the Company, together with, in proper cases, such security or indemnity as may be required by
the Company or the Trustee to save each of them or any agent of either of them harmless, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a new Security of the same principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding.


 


If there shall be delivered
to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii)
such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall,
subject to the following paragraph, execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same principal amount, containing identical terms and provisions and
bearing a number not contemporaneously outstanding.


 


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


 


Upon the issuance of
any new Security under this Section, the Company, the Paying Agent, or the Security Registrar 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 reasonable and documented fees and expenses of the Trustee, the Paying Agent, or the Security Registrar) connected therewith.


 


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


 


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


 




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SECTION 308.   Payment
of Interest; Interest Rights Preserved.


 


(a)          Except
as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that is not a Global Security that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose
pursuant to Section 1002; provided, however, that each installment of interest, if any, on any Registered Security may, at the
Company’s option, be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled
thereto pursuant to Section 309, to the address of such Person as it appears on the Security Register or (ii) transfer to an account
maintained by the payee located in the United States. Payments of interest in respect of any Security represented by a Global Security
that is payable, and is punctually paid or duly provided for, on any Interest Payment Date, shall be made by wire transfer of immediately
available funds to the accounts specified by the Holder of such Global Security.


 


Except as otherwise
specified with respect to a series of Securities in accordance with the provisions of Section 301, any interest on any Registered
Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered 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 Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment (which
shall not be less than 20 days after such notice is received by the Trustee), and at the same time the Company shall deposit with
the Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) and 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 deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such
series at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).


 


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


 


Subject to the foregoing
provisions of this Section 308 and Section 305, each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, that were
carried by such other Security.


 




    	 	25	 



     


    

 


SECTION 309.   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 shall
treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose
of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 308) interest, if any, on such Registered
Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


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


 


SECTION 310.   Cancellation.


 


All Securities surrendered
for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such Securities surrendered directly to the Trustee for any
such purpose shall be promptly cancelled 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 may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee.
If the Company shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction
of the Indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. Cancelled Securities held by the Trustee shall be destroyed by the Trustee in accordance
with its customary procedures, unless by a Company Order the Company directs the Trustee to deliver a certificate of such destruction
to the Company or to return them to the Company.


 


SECTION 311.   Computation
of Interest.


 


Interest, if any, on
the Securities shall be computed on the basis of a 360-day year consisting of twelve 30-day months.


 


SECTION 312.   Currency
and Manner of Payments in Respect of Securities.


 


Payment of the principal
of (and premium, if any, on) and interest, if any, on any Registered Security will be made in such Currency of the United States
as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the Company’s
option, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register.


 


SECTION 313.   CUSIP
Numbers.


 


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


 




    	 	26	 



     


    

 


ARTICLE
4

SATISFACTION AND DISCHARGE


 


SECTION 401.   Satisfaction
and Discharge of Indenture.


 


Except as set forth
below, this Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified
in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities expressly provided
for herein or pursuant hereto, any surviving rights of tender for repayment at the option of the Holders ), and the Trustee, upon
receipt of a Company Order and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture when


 


(1)         either


 


(A)         all
Securities of such series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 307 and (ii) Securities for whose payment money has theretofore
been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation;
or


 


(B)         all
Securities of such series


 


(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 irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose,
solely for the benefit of the Holders, an amount in the Currency in which the Securities are payable, sufficient to pay and discharge
the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium,
if any) and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;


 


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


 


(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 have been complied with.


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section
606, the obligations of the Company to any Authenticating Agent under Section 612 and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 shall survive
any termination of this Indenture.


 




    	 	27	 



     


    

 


SECTION 402.    Application
of Trust Funds.


 


All money deposited
with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any,
for whose payment such money has been deposited with or received by the Trustee, but such money need not be segregated from other
funds except to the extent required by law. In acting under this Indenture and in connection with the Securities, the Paying Agent
shall act solely as an agent of the Company, and will not thereby assume any obligations towards or relationship of agency or trust
for or with any Holder.


 


ARTICLE
5

REMEDIES


 


SECTION 501.   Events
of Default


 


“Event of
Default”, wherever used herein with respect to any particular series of Securities, means any one of the following events
(whatever the reason for such Event of Default and whether or not 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 it is either inapplicable to a particular series or is specifically deleted or modified in or pursuant to the supplemental
indenture or Board Resolution establishing such series of Securities or is in the form of Security for such series:


 


(1)         default
in the payment of any interest upon any Security when such interest becomes due and payable, and continuance of such default for
a period of 30 days; or


 


(2)         default
in the payment of the principal of (or premium, if any, on) any Security of that series when it becomes due and payable at its
Maturity, including upon any Redemption Date or required repurchase date; or


 


(3)         default
by the Company or any of the Company’s Significant Subsidiaries (but excluding any Subsidiary which is (a) a non-recourse
or limited recourse Subsidiary, (b) a special purpose finance vehicle or (c) is not consolidated with the Company for purposes
of GAAP), with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may
be secured or evidenced, any Indebtedness for money borrowed in excess of $50,000,000 in the aggregate of the Company and/or any
such Subsidiary, whether such Indebtedness now exists or shall hereafter be created (i) resulting in such Indebtedness becoming
or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and
payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, unless, in either case,
such Indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of 30 calendar days after
written notice of such failure is given 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; or


 


(4)         default
in the performance, or breach, of any covenant or agreement of the Company in this Indenture with respect to any Security of that
series (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section specifically
dealt with or that has expressly been included in this Indenture solely for the benefit of a series of Securities other than that
series), and continuance of such default or breach for a period of 60 consecutive days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder;


 


(5)         the
Company, pursuant to or within the meaning of any Bankruptcy Law:


 




    	 	28	 



     


    

 


(A)         commences
a voluntary case or proceeding under any Bankruptcy Law,


 


(B)         consents
to the commencement of any bankruptcy or insolvency case or proceeding against it, or files a petition or answer or consent seeking
reorganization or relief against it,


 


(C)         consents
to the entry of a decree or order for relief against it in an involuntary case or proceeding,


 


(D)         consents
to the filing of such petition or to the appointment of or taking possession by a Custodian of the Company or for all or substantially
all of its property, or


 


(E)         makes
an assignment for the benefit of creditors, or admits in writing of its inability to pay its debts generally as they become due
or takes any corporate action in furtherance of any such action; or


 


(6)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)         is
for relief against the Company in an involuntary case or proceeding, or


 


(B)         adjudges
the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company, or


 


(C)         appoints
a Custodian of the Company or for all or substantially all of its property, or


 


(D)         orders
the winding up or liquidation of the Company,


 


and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or


 


(7)          if,
pursuant to Sections 18(a)(1)(c)(ii) and 61 of the Investment Company Act of 1940, as amended, on the last Business Day of each
of twenty-four consecutive calendar months, Securities shall have an asset coverage (as such term is used in the Investment Company
Act of 1940 and the rules and regulations promulgated thereunder) of less than 100%, giving effect to any exemptive relief granted
to the Company by the Commission;


 


(8)          any
other Event of Default provided in a supplemental indenture with respect to Securities of a particular series.


 


The term “Bankruptcy Law” means
title 11, U.S. Code or any applicable federal or state bankruptcy, insolvency, reorganization or other similar law. The term “Custodian”
means any custodian, receiver, trustee, assignee, liquidator, sequestrator or other similar official under any Bankruptcy Law.


 


SECTION 502.     Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default
with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case (other
than an Event of Default specified in clauses (5) and (6) above) the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Securities of that series may (and the Trustee shall at the request of such Holders) declare the principal (or,
if the Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified
in the terms thereof) of all the Securities of that series 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 specified portion thereof shall become
immediately due and payable. If an Event of Default specified in clauses (5) and (6) above with respect to Securities at the time
Outstanding occurs, then the principal of all the Securities shall automatically, and without any declaration or other action on
the part of the Trustee or any Holder, become immediately due and payable.


 




    	 	29	 



     


    

 


Any application by the
Trustee for written instructions from the requisite amount of Holders (as determined pursuant to this Indenture) may, at the option
of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action
taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified
in such application unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall
have received written instructions from the requisite amount of Holders (as determined pursuant to this Indenture) in response
to such application specifying that such action not be taken or omitted.


 


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


 


(1)           the
Company has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Securities of such series):


 


(A)         all
overdue installments of interest, if any, on all Outstanding Securities of such series,


 


(B)         the
principal of (and premium, if any, on) all Outstanding Securities of such series which have become due otherwise than by such declaration
of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities,


 


(C)          to
the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates borne by
or provided for in 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


 


(2)          all
Events of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any)
or interest on Securities that have become due solely by such declaration of acceleration, have been cured or waived as provided
in Section 513.


 


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


 


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


 


The Company covenants that
if:


 


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


 


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


 




    	 	30	 



     


    

 


then the Company will, upon demand of the Trustee,
pay to the Trustee, for the benefit of the Holders of Securities of such series, the whole amount then due and payable on such
Securities of such series for principal (and premium, if any) and interest, if any, with interest upon any overdue principal (and
premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of
interest, if any, at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the reasonable and documented costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee and its agents and counsel, the Paying Agent and the Security Registrar.


 


If the Company fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, but shall not
be required to, institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding
to judgment or final decree, and may, but shall not be required to, enforce the same against the Company or any other obligor upon
Securities of such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property
of the Company or any other obligor upon such Securities of such series, wherever situated.


 


Subject to Section 504,
if an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings
as the Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


SECTION 504.    Trustee
May File Proofs of Claim.


 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor
or their creditors, the Trustee (irrespective of whether the principal of the Securities of any series 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 or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise:


 


(i)           to
file and prove a claim for the whole amount of principal (or in the case of Original Issue Discount Securities or Indexed Securities,
such portion of the principal as may be provided for in the terms thereof) (and premium, if any) and interest, if any, owing and
unpaid in respect of the Securities and to file such other papers or documents, and take such other actions, including serving
on a committee of creditors, as may be necessary or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding, and


 


(ii)          to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder of Securities of such series to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any
other amounts due the Trustee or any predecessor Trustee under Section 606.


 


Subject to Article Eight
and Section 902 and unless otherwise provided as contemplated in Section 301 with regards to a particular series, nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof,
or to authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such proceeding.


 




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SECTION 505.     Trustee
May Enforce Claims Without Possession of Securities.


 


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


 


The Trustee shall be entitled
to participate, in its capacity as Trustee, on behalf of (and at the request of) the Holders, as a member of any official committee
of creditors in the matters it deems advisable.


 


SECTION 506.    Application
of Money Collected.


 


Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of
all amounts due the Trustee and any predecessor Trustee under Section 606 and any other agent hereunder; and


 


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


 


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


 


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


 


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


 


SIXTH: To the payment of
the remainder, if any, to the Company or any other Person or Persons entitled thereto.


 


SECTION 507.    Limitation
on Suits.


 


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


 


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


 


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


 




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(3)          such
Holder or Holders have offered to the Trustee indemnity, security, or both, 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 and/or security has failed to institute any
such proceeding; and


 


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


 


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


 


SECTION 508.     Unconditional
Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right which is absolute and unconditional to receive payment
of the principal of (and premium, if any) and (subject to Sections 305 and 308) interest, if any, on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


SECTION 509.     Restoration
of Rights and Remedies.


 


If the Trustee or any Holder
of a Security has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the
Company, the Trustee and the Holders of Securities 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 the Holders shall
continue as though no such proceeding had been instituted.


 


SECTION 510.    Rights
and Remedies Cumulative.


 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
307, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


SECTION 511.     Delay
or Omission Not Waiver.


 


No delay or omission of
the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders of Securities, as the case may be.


 




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SECTION 512.     Control
by Holders of Securities.


 


Subject to Section 602,
the Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Securities of such series, provided that


 


(1)           such
direction shall not be in conflict with any rule of law or with this Indenture;


 


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


 


(3)           the
Trustee need not take any action that might involve it in personal liability or be unjustly prejudicial to the Holders of Securities
not consenting; and


 


(4)           Prior
to taking any such action hereunder, the Trustee may demand security or indemnity satisfactory to it in accordance with Section
602.


 


SECTION 513.     Waiver
of Past Defaults.


 


Subject to Section 502,
the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities, waive any past default hereunder with respect to Securities and its consequences, except a default


 


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


 


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


 


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


 


SECTION 514.    Waiver
of Stay or Extension Laws.


 


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


 


SECTION 515.     Undertaking
for Costs.


 


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 a Trustee,
a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including reasonable attorney’s fees and expenses, against any
party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 515 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 507 hereof, or a suit by Holders
of more than 10% in principal amount of the then Outstanding Securities, or to any action, suit or proceeding instituted by any
Holder of Securities for the enforcement of the payment of the principal or premium, if any, or the interest on, any of the Securities,
on or after the respective due dates expressed in such Securities.


 




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ARTICLE
6

THE TRUSTEE


 


SECTION 601.     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 in the manner and
to the extent provided in TIA Section 313(c), notice of such Default hereunder known to a Responsible Officer of 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 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 determines that the withholding of such notice is in the interest of the Holders of the Securities
of such series.


 


SECTION 602.     Certain
Rights and Duties of Trustee.


 


(1)            Prior
to the time when the occurrence of an Event of Default becomes known to a Responsible Officer of the Trustee and after the curing
or waiving of all such Events of Default with respect to a series of Securities that may have occurred:


 


(a)          the
duties and obligations of the Trustee hereunder and with respect to the Securities of any series shall be determined solely by
the express provisions of this Indenture, including without limitation Section 107 of this Indenture, and the Trustee shall not
be liable with respect to the Securities except for the performance of such duties and obligations as are specifically set forth
in this Indenture, including without limitation Section 107 of this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


 


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


 


(2)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in
the conduct of such Person’s own affairs.


 


(3)           No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its
own grossly negligent failure to act or its own willful misconduct, except that the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer or Responsible Officers, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts.


 


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


 


(5)           Any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security, to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.


 




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(6)           Whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may require and,
in the absence of bad faith on its part, rely upon a Board Resolution, an Opinion of Counsel or an Officers’ Certificate.


 


(7)           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.


 


(8)           The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders of Securities of any series 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 (including the reasonable and documented
fees and expenses of its agents and counsel) which might be incurred by it in compliance with such request or direction.


 


(9)           The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, 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 upon reasonable notice
and at reasonable times during normal business hours to examine the books, records and premises of the Company, personally or by
agent or attorney. Notwithstanding anything to the contrary contained in this Indenture, the Trustee shall not be liable with respect
to the accuracy or completeness of any information provided to it by the Company, including but not limited to settlement amounts
and any other information, absent the Trustee’s gross negligence and willful misconduct. The Trustee shall have no duty to
confirm the status of any transferee of Securities as a QIB or IAI.


 


(10)         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 willful misconduct or gross negligence on the part of any agent or
attorney appointed with due care by it hereunder.


 


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


 


(12)         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 to each agent, custodian and
other Person retained to act hereunder.


 


(13)         The
permissive rights of the Trustee enumerated herein shall not be construed as duties and the Trustee shall not be answerable for
other than its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct with respect
to such permissive rights.


 


(14)        The
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in principal amount of the Outstanding Securities relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee under this Indenture with respect to such Securities.


 




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


 


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


 


(17)         Anything
in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss
or damage of any kind (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.


 


(18)         The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation,
acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts
of civil or military authorities and governmental action, 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 possible under the circumstances.


 


Every provision of this
Indenture relating to the conduct of, or affecting the liability of, or affording protection to, the Trustee shall be subject to
the relevant provisions of this Section 602 and the TIA.


 


The Trustee shall not be
required to expend or risk its own funds, give any bond or surety in respect of the performance of its powers and duties hereunder,
or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


The parties hereto acknowledge
that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to
Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are
required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an
account. The parties to this Indenture agree that they will provide to the Trustee such information as it may request, from time
to time, in order for the Trustee to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address,
tax identification number and other information that will allow it to identify the individual or entity who is establishing the
relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying
documents to be provided.


 


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


 


The recitals contained
herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the
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, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or
the proceeds thereof.


 




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SECTION 604.     May
Hold Securities.


 


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


 


SECTION 605.     Money
Held in Trust.


 


Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise agreed with the Company.


 


SECTION 606.     Compensation
and Reimbursement and Indemnification of Trustee.


 


The Company agrees:


 


(1)           To
pay to the Trustee or any predecessor Trustee from time to time such reasonable compensation for all services rendered by it hereunder
as has been agreed upon from time to time in writing (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 each of the Trustee and any predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any predecessor Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, counsel, accountants
and experts), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct.


 


(3)           To
indemnify each of the Trustee or any predecessor Trustee and their respective officers, directors, employees, representatives and
agents, for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct
on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including
the reasonable and documented costs and expenses (including reasonable and documented fees and expenses of its agents and counsel)
of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties
hereunder (whether asserted by any Holder, the Company or other Person). The Trustee shall notify the Company promptly in writing
of any third-party claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations hereunder unless, and solely to the extent that, such failure
prejudices the Company’s defense of such claim. The Company shall defend the claim, with counsel satisfactory to the Trustee,
and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense; provided that if the defendants
in any such claim include both the Company and the Trustee and the Trustee shall have concluded that there may be legal defenses
available to it which are different from or additional to those available to the Company, or the Trustee has concluded that there
may be any other actual or potential conflicting interests between the Company and the Trustee, the Trustee shall have the right
to select separate counsel and the Company shall be required to pay the reasonable and documented fees and expenses of such separate
counsel. Any settlement which affects the Trustee may not be entered into without the written consent of the Trustee, unless the
Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement
does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. Any settlement
by the Trustee which affects the Company may not be entered into without the written consent of the Company.


 


As security for the performance
of the obligations of the Company under this Section, the Trustee shall have a claim prior to the Securities 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, if
any) or interest, if any, on particular Securities.


 




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When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 501 occurs, the expenses and compensation for such
services are intended to constitute expenses of administration under Title 11, U.S. Code, or any similar Federal, State or analogous
foreign law for the relief of debtors.


 


The provisions of this
Section 606 shall survive the resignation or removal of the Trustee and the satisfaction, termination or discharge of this Indenture.


 


SECTION 607.     Corporate
Trustee Required;


 


There shall at all times
be a Trustee hereunder that shall be eligible to act as Trustee under TIA Sections 310(a)(1) and 310(a)(5) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of Federal, State, Territorial or the District of Columbia supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified
in this Article.


 


SECTION 608.     Disqualification;
Conflicting Interests.


 


If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest
or resign, to the extent and in the manner provided by, and subject to the provisions of, TIA Section 310(b) and this Indenture.


 


SECTION 609.     Resignation
and Removal; Appointment of Successor.


 


(a)            No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 610. All
outstanding fees, expenses and indemnities of the Trustee shall be satisfied by the Company upon resignation or removal.


 


(b)            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.


 


(c)            The
Trustee may be removed at any time with respect to the Securities of any series by (i) the Company, by an Officers’ Certificate
delivered to the Trustee, provided that contemporaneously therewith (x) the Company immediately appoints a successor Trustee with
respect to the Securities of such series meeting the requirements of Section 607 hereof and (y) the terms of Section 610 hereof
are complied with in respect of such appointment (the Trustee being removed hereby agreeing to execute the instrument contemplated
by Section 610(b) hereof, if applicable, under such circumstances) and provided further that no Default with respect to such Securities
shall have occurred and then be continuing at such time, or (ii) Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Trustee and to the Company.


 


(d)            If
at any time:


 


(1)         the
Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least six months, or


 


(2)         the
Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Company or
by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or


 




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(3)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder
of a Security who has been a bona fide Holder of a Security 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 and the appointment
of a successor Trustee or Trustees.


 


(e)            If
an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving
of a notice of resignation or the delivery of an Act of removal, the Trustee resigning or being removed may petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


(f)            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). 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, 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 hereinafter provided, 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 Securities of such series.


 


(g)           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 in the manner provided for notices to the
Holders of Securities in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


 


SECTION 610.     Acceptance
of Appointment by Successor.


 


(a)            In
case of the appointment hereunder of a successor Trustee with respect to all securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if
any, provided for in Section 606.


 


(b)           In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each such successor Trustee with respect to the Securities of one or more series shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and that (i) shall contain
such provisions as shall be necessary or desirable to transfer or confirm to, or to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, (ii) 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 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 (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall
be the Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.
Whenever there is a successor Trustee with respect to one or more (but less than all) series of Securities issued pursuant to this
Indenture, the terms “Indenture” and “Securities” shall have the meanings specified in the
provisos to the respective definition of those terms in Section 101 which contemplate such situation.


 




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(c)            Upon
request of any such successor Trustee, the Company shall execute any and all instruments necessary to more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraphs (a) and (b) of
this Section, as the case may be.


 


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


 


SECTION 611.     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 such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 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, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee; provided, however, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.


 


SECTION 612.     Appointment
of Authenticating Agent.


 


At any time when any of
the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents (which may be an Affiliate or Affiliates
of the Company) with respect to one or more series of Securities that shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue or upon exchange, registration of transfer or partial redemption thereof,
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. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible
Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States of America or of any State or the District of Columbia, authorized under such
laws to act as Authenticating Agent, eligible to serve as trustee hereunder pursuant to Section 607. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.


 




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


 


An Authenticating Agent
for any series of Securities may at any time resign by giving written notice of resignation to the Trustee and to the Company.
The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall promptly give written
notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve
in the manner set forth in Section 106. 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 herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


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


 


If an appointment is made
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 substantially in the following form:


 


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


 


	 	U.S. BANK NATIONAL ASSOCIATION, 

as Trustee
	 	 	 
	 	By:	 
	 	 	as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 


If all of the Securities
of a series may not be originally issued at one time, and 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 authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent (which, if so requested
by the Company, shall be an Affiliate of the Company) having an office in a Place of Payment designated by the Company with respect
to such series of Securities, provided that the terms and conditions of such appointment are acceptable to the Trustee.


 




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SECTION 613.     Preferential
Collection of Claims Against Issuer.


 


If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions
of TIA Section 3.11 regarding the preferential collection of claims against the Company (or any such other obligor).


 


ARTICLE
7

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION 701.     Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 


(a)            Semi-annually,
not later than March 15 and September 15 in each year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities as of the preceding March 1 or September 1, as the case may be; and


 


(b)           At
such other times as the Trustee may request in writing, within thirty (30) calendar days after receipt by the Company of any such
request, a list of similar form and content as of a date not more than fifteen (15) calendar days prior to the time such list is
furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.


 


SECTION 702.     Preservation
of Information; Communications to Holders.


 


(a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee
in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt
of a new list so furnished.


 


(b)           The
rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and duties of the Trustee, shall be as provided by TIA Section 312(b).


 


(c)            Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar nor any agent of any of them shall be held
accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Securities in accordance
with TIA Section 312, 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 TIA Section 312(b).


 


SECTION 703.     Reports
by Trustee.


 


Within 60 days after May
15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit by mail (at the expense of the Company) to all Holders of Securities in the manner and to the extent provided in
TIA Section 313(c) a brief report dated as of such May 15 which meets the requirements of TIA Section 313(a).


 


A copy of each such report
shall, at the time of such transmission to such Holders, be filed by the Trustee with each stock exchange, if any, upon which the
Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee of the listing of
the Securities on any stock exchange. In the event that, on any such reporting date, no events have occurred under the applicable
sections of the TIA within the 12 months preceding such reporting date, the Trustee shall be under no duty or obligation to provide
such reports.


 


SECTION 704.     Reports
by Company.


 


The Company will:


 




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(1)           deliver
to the Trustee 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 such Sections, then it will deliver to the Trustee, its audited annual
consolidated financial statements, within one hundred twenty (120) days of its fiscal year end, and unaudited interim consolidated
financial statements, within sixty (60) days of its fiscal quarter end (other than its fourth fiscal quarter). All such financial
statements will be prepared, in all material respects, in accordance with United States generally accepted accounting principles,
or GAAP, as applicable;


 


(2)           within
ten (10) Business Days of filing its annual and quarterly reports with the Commission, deliver to the Trustee an Officer’s
Certificate containing information (including detailed calculations) required to establish whether the Company was in compliance
with the requirements of Section 1005 (Section 18(a)(1)(a) of the Investment Company Act) during the annual or quarterly period
covered by such reports (including with respect to such provisions, where applicable, the calculations of the maximum or minimum
amount, ratio or percentage, as the case may be, permissible under the terms of such provisions, and the calculation of the amount,
ratio or percentage then in existence); and


 


(3)           deliver
to 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.


 


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 conclusively rely exclusively
on Officers’ Certificates). Notwithstanding anything to the contrary set forth herein, for the purposes of this Section,
any information, documents or reports filed electronically with the Commission and made publicly available shall be deemed filed
with and delivered to the Trustee at the same time as filed with the Commission.


 


The Trustee shall transmit
by mail to the Holders of Securities (at the expense of the Company), within 30 days after the filing thereof with the Trustee,
in the manner and to the extent provided in TIA Section 313(c), such summaries of any information, documents and reports required
to be filed by the Company pursuant to subparagraphs (1), (2), and (3) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission. In no event shall the Trustee be obligated to determine whether or not any report,
information or document shall have been filed with the Commission.


 


ARTICLE
8

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


SECTION 801.     Company
May Consolidate, Etc., Only on Certain Terms.


 


Unless otherwise provided
in the terms of such Securities, the Company shall not consolidate with or merge with or into any other entity or convey or transfer
all or substantially all of its properties and assets to any Person (provided that a pledge of assets pursuant to any secured debt
instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such transfer or conveyance), unless:


 


(1)           either
the Company shall be the continuing entity, or the entity (if other than the Company) formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially
as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all
the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;


 




    	 	44	 



     


    

 


(2)           immediately
before and after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have
happened and be continuing; and


 


(3)           the
Company and the successor Person have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating
that such consolidation, merger, conveyance or transfer and 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 this Section
801, the sale, transfer, lease, conveyance or other disposition of all the properties and assets of one or more of the Company’s
Subsidiaries, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially
all of the Company’s properties and assets on a consolidated basis, shall be deemed to be the transfer of all or substantially
all of the Company’s properties and assets.


 


SECTION 802.     Successor
Person Substituted.


 


Upon any consolidation
or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor entity formed by such consolidation or into which the Company is merged or the successor Person
to which such conveyance or transfer 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 had been named as the Company herein; and in the event
of any such conveyance or transfer, the Company shall be discharged from all obligations and covenants under this Indenture and
the Securities and may be dissolved and liquidated.


 


ARTICLE
9

SUPPLEMENTAL INDENTURES


 


SECTION 901.     Supplemental
Indentures Without Consent of Holders.


 


Without the consent of
any Holders of Securities, 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 reasonably satisfactory to the Trustee, for
any of the following purposes:


 


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


 


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


 


(3)           to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default
are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included
solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental
indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those
series of Securities to which such additional Events of Default apply to waive such default; or


 


(4)           to
change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is
entitled to the benefit of such provision; or


 




    	 	45	 



     


    

 


(5)           to
increase the aggregate principal amount of any Outstanding Securities of any series; or


 


(6)           to
establish the form or terms of Securities of any series as permitted hereunder, including by Section 201 and 301, including the
provisions and any applicable procedures relating to Securities convertible or exchangeable for any securities of any Person (including
the Company); or


 


(7)           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; or


 


(8)           to
cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall
not adversely affect the interests of the Holders of Securities of any series in any material respect; or


 


(9)           to
add guarantors or co-obligors with respect to the Securities or to release guarantors from their guarantees of Securities in accordance
with the terms of the Securities; or


 


(10)          to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any Securities pursuant to Sections 401, 1302 and 1303; provided that any such action shall not adversely affect
the interests of the Holders of Securities of any series and any related coupons or any other series of Securities in any material
respect.


 


SECTION 902.     Supplemental
Indentures with Consent of Holders.


 


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


 


(1)           change
the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or interest on, any Security, subject
to the provisions of Section 308; or reduce the principal amount thereof or the rate of interest (or change the manner of calculating
the rate of interest), thereon, or any premium payable upon the redemption thereof, or reduce the portion of the principal of any
Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or upon
the redemption thereof or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment
at the option of the Holder of any Security, or change any Place of Payment where, or the Currency in which, any Security or any
premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or in the case of redemption, on or after the Redemption Date), or adversely affect any right to convert
or exchange any Security, or modify the subordination provisions of any series of Securities, if any, in a manner that is adverse
to the Holder of any Outstanding Security, 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 with respect to such series of Securities
(of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in
this Indenture, or


 




    	 	46	 



     


    

 


(3)           modify
any of the provisions of this Section or Section 513, except to increase any such percentage or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security with respect to changes
in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance
with the requirements of Section 901(7).


 


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


 


A supplemental indenture
that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit
of one or more particular series of Securities, or that modifies the rights of 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
or any other series.


 


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


 


SECTION 903.     Execution
of Supplemental Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition
to the documents required by Section 102 of this Indenture, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


SECTION 904.     Effect
of Supplemental Indentures.


 


Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby. To the extent that one or more terms contained in a supplemental indenture conflict
with terms found in this Indenture, unless otherwise specified therein, the terms in such supplemental indenture will supersede
the terms found in this Indenture.


 


SECTION 905.     Conformity
with Trust Indenture Act.


 


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


 


SECTION 906.     Reference
in Securities to Supplemental Indentures.


 


Securities 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 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.


 




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ARTICLE
10

COVENANTS


 


SECTION 1001.   Payment
of Principal, Premium, if any, and Interest.


 


The Company covenants and
agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of (and premium,
if any, on) and interest, if any, on the Securities of that series in accordance with the terms of such series of Securities and
this Indenture. Unless otherwise specified with respect to Securities of any series pursuant to Section 301, at the option of the
Company, all payments of interest may be paid by check to the registered Holder of the Registered Security or other person entitled
thereto against surrender of such Security.


 


The Company covenants and
agrees for the benefit of the Holders of Securities of each series that it will pay interest on overdue principal at the rate specified
therefor in the Securities of such series, and that it will pay interest on overdue installments of interest at the same rate to
the extent lawful.


 


Payments of principal of
(and premium, if any, on) and interest, if any, on Securities of any series represented by Global Securities that are registered
in the name of or held by DTC or its nominee shall be made by wire transfer of immediately available funds to the accounts specified
by the Holder of such Global Security, DTC or its nominee, as the case may be, as the Holder of such Global Securities.


 


SECTION 1002.  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 may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities that are
convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the Company
shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and the Company hereby appoints the Trustee at its Corporate Trust Office as its agent to receive such respective
presentations, surrenders, notices and demands.


 


The Company may also from
time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered
for any or all of 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 accordance with the
requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise
specified with respect to any Securities pursuant to Section 301 with respect to a series of Securities, the Company hereby designates
as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of
New York, and initially appoints the Trustee as its Corporate Trust Office in the Borough of Manhattan, The City of New York as
its agent to receive all such presentations, surrenders, notices and demands.


 


SECTION 1003.  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 any Securities, it will, on or before each due date of the principal
of (or premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum in the Currency in which the Securities of that series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series), sufficient to pay the principal (and premium, if any) and interest,
if any, on Securities of such series so becoming due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its action or failure so to act.


 


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


 




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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 of money held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent;
and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with
respect to such sums.


 


Except as otherwise provided
in the Securities of any series, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of (or premium, if any) or interest,
if any, on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become
due and payable shall be paid to the Company upon Company Request, unless an abandoned property law designates another Person or
(if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such money held in trust, 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, shall at the expense of the Company cause to
be published once, in The New York Times and The Wall Street Journal (national edition) notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


SECTION 1004.  Statement
as to Compliance.


 


The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof (which fiscal year ends on December
31), so long as any Security is Outstanding hereunder, a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions
and covenants under this Indenture. For purposes of this Section 1004, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture. If the Company is in default under this Indenture, such certificate
shall specify all such Defaults and the nature and status thereof of which such officer may have knowledge.


 


SECTION 1005.  Section
18(a)(1)(A) of the Investment Company Act.


 


The Company hereby agrees
that for the period of time during which Securities are Outstanding, the Company will not violate, whether or not it is subject
to, Section 18(a)(1)(A), as modified by Section 61(a)(1) of the Investment Company Act or any successor provisions thereto.


 


SECTION 1006.  Commission
Reports and Reports to Holders.


 


If, at any time, the Company
is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the
Commission, the Company agrees to furnish to the Holders of Securities and the Trustee for the period of time during which the
Securities are Outstanding: (i) within 120 days after the end of each fiscal year of the Company, audited annual consolidated financial
statements of the Company and (ii) within 60 days after the end of each fiscal quarter of the Company (other than the Company’s
fourth fiscal quarter), unaudited interim consolidated financial statements of the Company. All such financial statements shall
be prepared, in all material respects, in accordance with GAAP, as applicable.


 


SECTION 1007.  Compliance
with Rule 14e-1.


 


The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent
such laws or regulations are applicable in connection with the repurchase of Securities pursuant to a Change of Control Offer.
To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, including
this Article Ten, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached
their obligations described in this Indenture by virtue thereof.


 




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ARTICLE
11

REDEMPTION OF SECURITIES


 


SECTION 1101.   Applicability
of Article.


 


Securities of any series
that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified
as contemplated by Section 301 for Securities of any series) in accordance with this Article. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, at any time and from time to time, the Company may redeem the Securities,
in whole or in part, at its option, in accordance with this Article.


 


SECTION 1102.   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, not more than 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), an Officers’ Certificate notifying
the Trustee in writing of such Redemption Date and of the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant
to Section 1103. In the case of any redemption of Securities of any series prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction.


 


SECTION 1103.   Selection
by Trustee of Securities to Be Redeemed.


 


If less than all the Securities
of any series issued on the same day with the same 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 in compliance with the requirements of DTC, from the
Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, in compliance
with the requirements of the principal national securities exchange on which the Securities are listed (if the Securities are listed
on any national securities exchange), or if the Securities are not held through DTC or listed on any national securities exchange,
or DTC prescribed no method of selection, on a pro rata basis, or by such method as the Trustee shall deem fair and appropriate
and subject to and otherwise in accordance with the procedures of the applicable Depository; provided that such method complies
with the rules of any national securities exchange or quotation system on which the Securities are listed, and may provide for
the selection for redemption of portions (equal to the minimum authorized denomination for such Securities of that series or any
integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of that series; provided, however, that no such partial redemption shall reduce the portion of the
principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities of such series.


 


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 Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.


 




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SECTION 1104.  Notice
of Redemption.


 


Notice of redemption shall
be given in the manner provided in Section 106, not less than 30 days nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified by the terms of such series established pursuant to Section 301 to each Holder of Securities to be
redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security 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 such Security or portion thereof.


 


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


 


All notices of redemption
shall state:


 


(1)           the
Redemption Date,


 


(2)           the
Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 1106,


 


(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)           in
case any Security is to be redeemed in part only, the notice that relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the Holder will receive, without a 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 and accrued interest, if any, to the Redemption Date payable as provided in Section
1106 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest
thereon shall cease to accrue on and after said date,


 


(6)           the
Place or Places of Payment where such Securities, are to be surrendered for payment of the Redemption Price and accrued interest,
if any, and


 


(7)           the
CUSIP number of such Security, if any.


 


A notice of redemption
published as contemplated by Section 106 need not identify particular Registered Securities to be redeemed. Notice of redemption
of Securities to be redeemed shall be given by the Company or, at the Company’s request, by the Trustee in the name and at
the expense of the Company.


 


SECTION 1105.  Deposit
of Redemption Price.


 


On or prior to 12:00 p.m.,
New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the Currency
in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay on the Redemption Date the Redemption Price of, and (unless otherwise specified pursuant to Section
301) accrued interest on, all the Securities or portions thereof which are to be redeemed on that date; provided, however, that
to the extent any such funds are received by the Trustee or a Paying Agent from the Company after 12:00 p.m., New York City time,
on the due date, such funds will be deemed deposited within one Business Day of receipt thereof.


 




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SECTION 1106.  Securities
Payable on Redemption Date.


 


Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series) at the Redemption Price (together with accrued interest, if
any, to the Redemption Date), 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. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest,
if any, to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, 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 relevant Record Dates
according to their terms and the provisions of Section 308.


 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest
from the Redemption Date at the rate of interest set forth in such Security.


 


SECTION 1107.  Securities
Redeemed in Part.


 


Any Registered Security
that is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing)
and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security at the expense of the
Company and without service charge a new Security or Securities of the same series and of like tenor, of any authorized denomination
as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal
of the Security so surrendered. If a temporary Global Security or permanent Global Security is so surrendered, such new Security
so issued shall be a new temporary Global Security or permanent Global Security, respectively. However, if less than all the Securities
of any series with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion
shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to
the relevant Redemption Date.


 


SECTION 1108.  Redemption
Price.


 


(1)           Except
as otherwise specified pursuant to Section 301 for the Securities of any series, the Redemption Price for any Securities shall
be equal to the greater of:


 


(i)            100%
of the principal amount of such Securities to be redeemed plus accrued and unpaid interest to but excluding the Redemption Date;
and


 


(ii)           the
sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest
to but excluding the Redemption Date) on the Securities to be redeemed, discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points.


 


(2)           All
determinations with respect to the Redemption Price made by any Reference Treasury Dealer, including the Quotation Agent, shall
be final and binding absent manifest error.


 


SECTION 1109.  Other
Acquisition.


 


The Company may at any
time and from time to time acquire Securities by means other than a redemption, whether by tender offer, open market purchases,
negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise
violate the terms of this Indenture.


 




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ARTICLE
12

CHANGE OF CONTROL REPURCHASE


 


SECTION 1201.  Change
of Control Repurchase Event.


 


Except as otherwise specified
pursuant to Section 301 for the Securities of any series, if a Change of Control Repurchase Event occurs, unless the Company has
previously or concurrently delivered a Redemption Notice with respect to all of the outstanding Securities of any series under
Section 1108, the Company shall make an offer to purchase all or any part of the Securities of such series (in minimum denominations
of $1,000 and integral multiples of $1,000 in excess thereof) (the “Change of Control Offer”) at a price in
cash (the “Change of Control Payment”) equal to 100% of the aggregate principal amount thereof plus accrued
and unpaid interest to but excluding the date of repurchase. Within 30 days following any Change of Control Repurchase Event, or,
at the Company’s option, prior to any Change of Control but after the public announcement of the Change of Control, the Company
will deliver notice of such Change of Control Offer by first-class mail , with a copy to the Trustee, to each Holder of Securities
of such series at the address of such Holder appearing in the Security Register or otherwise in accordance with the procedures
of DTC, describing the transaction or transactions that constitute the Change of Control Repurchase Event and with the following
information:


 


(1)           that
a Change of Control Offer is being made pursuant to this Section 1201, and that all Securities of such properly tendered pursuant
to such Change of Control Offer will be accepted for payment by the Company;


 


(2)           the
purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is
delivered (the “Change of Control Payment Date”);


 


(3)           that
any Securities not properly tendered will remain outstanding and continue to accrue interest;


 


(4)           that
unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;


 


(5)           that
Holders electing to have any Securities of such series purchased pursuant to a Change of Control Offer will be required to surrender
such Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Securities completed,
to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date;


 


(6)           that
Holders will be entitled to withdraw their tendered Securities and their election to require the Company to purchase such Securities;
provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration
date of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Securities,
the principal amount of Securities tendered for purchase, and a statement that such Holder is withdrawing its tendered Securities
and its election to have such Securities purchased;


 


(7)           that
Holders whose Securities are being purchased only in part will be issued new Securities of the same series and such new Securities
will be equal in principal amount to the unpurchased portion of the Securities of such series surrendered. The unpurchased portion
of the Securities must be equal to at least $1,000 or any integral multiple of $1,000 in excess thereof,


 


(8)           if
such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional
on the occurrence of such Change of Control; and


 


(9)           the
other instructions, as determined by the Company, consistent with this Section 1201, that a Holder must follow.


 


The Paying Agent will promptly
deliver to each Holder of the Securities of any series tendered the Change of Control Payment for such Securities, and the Trustee
will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security of the same series
equal in principal amount to any unpurchased portion of the Securities surrendered, if any; provided that each such new Security
will be in a minimum principal amount of $1,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly
announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.


 




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If the Change of Control
Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid
interest will be paid on the relevant interest payment date to the Person in whose name a Security is registered at the close of
business on such record date.


 


SECTION 1202.  Change
of Control Payment Date.


 


On the Change of Control
Payment Date (subject to extension if necessary to comply with the provisions of the Investment Company Act of 1940, as amended
and the rules and regulations promulgated thereunder), the Company will, to the extent permitted by law,


 


(1)           accept
for payment all Securities issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,


 


(2)           deposit
with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Securities or portions thereof
so tendered, and


 


(3)           deliver,
or cause to be delivered, to the Trustee for cancellation the Securities so accepted together with an Officer’s Certificate
to the Trustee stating that such Securities or portions thereof have been tendered to and purchased by the Company.


 


SECTION 1203.  Third
Party Offers.


 


The Company will not be
required to make a Change of Control Offer in relation to a series of Securities following a Change of Control Repurchase Event
(1) if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements
set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities of such series
validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption relating to such series of Securities
has been given (and not subsequently revoked) pursuant to Section 1104. Notwithstanding anything to the contrary in this Section
1203, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making of the Change of Control Offer.


 


ARTICLE
13

DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 1301.  Applicability
of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.


 


If pursuant to Section
301 provision is made for either or both of (a) defeasance of the Securities of or within a series under Section 1302 or (b) covenant
defeasance of the Securities of or within a series under Section 1303, then the provisions of such Section or Sections, as the
case may be, together with the other provisions of this Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such Securities, and the Company may, at its option and at
any time, elect to have either Section 1302 (if applicable) or 1303 (if applicable) hereof be applied to all outstanding Securities
upon compliance with the conditions set forth in this Article Thirteen.


 




    	 	54	 



     


    

 


SECTION 1302.  Defeasance
and Discharge.


 


Upon the Company’s
exercise of the above option applicable to this Section 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 on and after the date the conditions
set forth in Section 1304 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, which shall
thereafter be deemed to be “Outstanding” only for the purposes of Section 1305 and the other Sections of this Indenture
referred to in clauses (A) and (B) of this Section, and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities
when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 305, 306, 307, 1002
and 1003, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance
with this Article Thirteen, the Company may exercise its option under this Section notwithstanding the prior exercise of its option
under Section 1303 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because
of an Event of Default.


 


SECTION 1303.  Covenant
Defeasance.


 


Upon the Company’s
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall
be released from its obligations under any covenant, with respect to such Outstanding Securities on and after the date the conditions
set forth in Section 1304 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter
be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with 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,
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 such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section
or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in
any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 501(4) or 501(8)
or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities shall be
unaffected thereby. Following a covenant defeasance, payment of such Securities may not be accelerated because of an Event of Default
solely by reference to such Sections specified above in this Section 1303.


 


SECTION 1304.  Conditions
to Defeasance or Covenant Defeasance.


 


The following shall be
the conditions to application of either Section 1302 or Section 1303 to any Outstanding Securities of or within a series:


 


(a)            The
Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying
the requirements of Section 607 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated
solely to, the Holders of such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable
at Stated Maturity), or (2) Government Obligations applicable to such Securities (determined on the basis of the Currency in which
such Securities are then specified as payable at Stated Maturity) 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, on) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof in an amount,
sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee)
to pay and discharge, the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated
Maturity of such principal or installment of principal or interest.


 


(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 is a party or by which it is bound.


 




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(c)            No
Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or,
insofar as Sections 501(5) and 501(6) are concerned, at any time during the period ending on the 91st day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).


 


(d)            In
the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date
of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities 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.


 


(e)            In
the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Outstanding Securities 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.


 


(f)            The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been
complied with.


 


SECTION 1305. Deposited
Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions
of the last paragraph of Section 1003, all money and Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the “Trustee”) pursuant
to Section 1304 in respect of any Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated from
other funds except to the extent required by law.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or Government Obligations deposited
pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Securities.


 


Anything in this Article
to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1304 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 Article.


 


ARTICLE
14

Subordination of SEcurities


 


SECTION 1401. 
Agreement to Subordinate.


 


The Company, for itself,
its successors and assigns, covenants and agrees, and each Holder of Senior Subordinated Securities by his acceptance thereof,
likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest, if any, on each and all
of the Senior Subordinated Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of all Senior Indebtedness.


 




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The Company, for itself,
its successors and assigns, covenants and agrees, and each Holder of Junior Subordinated Securities by his acceptance thereof,
likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest, if any, on each and all
of the Junior Subordinated Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of all Senior Indebtedness and Senior Subordinated Indebtedness.


 


SECTION 1402. Distribution
on Dissolution, Liquidation and Reorganization; Subrogation of Subordinated Securities


 


Upon any distribution of
assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Company or otherwise (subject to the power of a court of competent jurisdiction to make other equitable
provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to
the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law):


 


(i) the holders of
all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium, if any) and interest
due thereon before the Holders of the Subordinated Securities are entitled to receive any payment upon the principal (or premium,
if any) or interest, if any, on indebtedness evidenced by the Subordinated Securities;


 


(ii) the holders of
all Senior Subordinated Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium, if any)
and interest due thereon before the Holders of the Junior Subordinated Securities are entitled to receive any payment upon the
principal (or premium, if any) or interest, if any, on indebtedness evidenced by the Junior Subordinated Securities;


 


(iii) any payment
or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders
of the Securities or the Trustee would be entitled except for the provisions of this Article Fourteen shall be paid by the liquidating
trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee
or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably
according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest on the Senior
Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and


 


(iv) in the event
that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice to the Trustee, to the holder
of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under
which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to
payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving
effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


 




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Subject to the payment
in full of all Senior Indebtedness, the Holders of the Subordinated Securities shall be subrogated to the rights of the holders
of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to Senior
Indebtedness until the principal of (and premium, if any) and interest, if any, on the Subordinated Securities shall be paid in
full and no such payments or distributions to the Holders of the Subordinated Securities of cash, property or securities otherwise
distributable to the holders of Senior Indebtedness shall, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Subordinated Securities be deemed to be a payment by the Company to or on account of the Subordinated
Securities. It is understood that the provisions of this Article Fourteen are and are intended solely for the purpose of defining
the relative rights of the Holders of the Subordinated Securities, on the one hand, and the holders of the Senior Indebtedness,
on the other hand. Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the Subordinated Securities
is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders
of the Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the
Subordinated Securities the principal of (and premium, if any) and interest, if any, on the Subordinated Securities as and when
the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Subordinated
Securities and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or in the Subordinated
Securities prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this Article Fourteen of the holders of Senior Indebtedness
in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment
or distribution of assets of the Company referred to in this Article Fourteen, the Trustee, subject to the provisions of Section 601,
shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Fourteen.


 


If the Trustee or any Holder
of Subordinated Securities does not file a proper claim or proof of debt in the form required in any proceeding referred to above
prior to 30 calendar days before the expiration of the time to file such claim in such proceeding, then the holder of any Senior
Indebtedness is hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such Holder of
Subordinated Securities.


 


With respect to the holders
of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically
set forth in this Article and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee does not owe any fiduciary duties to the holders of Senior Indebtedness,
including any holder of Securities other than Securities issued under this Indenture.


 


SECTION 1403.  No
Payment on Subordinated Securities in Event of Default on Senior Indebtedness


 


No payment by the Company
on account of principal (or premium, if any), sinking funds or interest, if any, on the Subordinated Securities shall be made unless
full payment of amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness has been made
or duly provided for in money or money’s worth.


 


SECTION 1404.  Payments
on Subordinated Securities Permitted


 


Nothing contained in this
Indenture or in any of the Subordinated Securities shall (i) affect the obligation of the Company to make, or prevent the
Company from making, at any time except as provided in Sections 1502 and 1503, payments of principal of (or premium, if any) or
interest, if any, on the Subordinated Securities or (ii) prevent the application by the Trustee of any moneys deposited with
it hereunder to the payment of or on account of the principal of (or premium, if any) or interest, if any, on the Subordinated
Securities, unless the Trustee shall have received at its Corporate Trust Office written notice of any event prohibiting the making
of such payment more than three Business Days prior to the date fixed for such payment.


 


SECTION 1405.   Authorization
of Holders to Trustee to Effect Subordination


 


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


 




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SECTION 1406.   Notices
to Trustee


 


Notwithstanding the provisions
of this Article or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than the Company) shall
be charged with knowledge of the existence of any Senior Indebtedness or of any event which would prohibit the making of any payment
of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee or such Paying Agent shall have received (in
the case of the Trustee, at its Corporate Trust Office) written notice thereof from the Company or from the holder of any Senior
Indebtedness or from the trustee for any such holder, together with proof reasonably satisfactory to the Trustee of such holding
of Senior Indebtedness or of the authority of such trustee; provided, however, that if at least three Business Days prior
to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the
payment of either the principal (or premium, if any) or interest, if any, on any Subordinated Security) the Trustee shall not have
received with respect to such moneys the notice provided for in this Section 1406, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose
for which they were received, and shall not be affected by any notice to the contrary, which may be received by it within three
Business Days prior to such date. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such a notice
has been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder. In the event that the Trustee
determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness
to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article Fourteen and, if such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such payment.


 


SECTION 1407.  Trustee
as Holder of Senior Indebtedness


 


The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article Fourteen in respect of any Senior Indebtedness at any time
held by it to the same extent as any other holder of Senior Indebtedness and nothing in this Indenture shall be construed to deprive
the Trustee of any of its rights as such holder.


 


Nothing in this Article
Fourteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 606, which shall be treated as
Senior Indebtedness.


 


SECTION 1408.   Modifications
of Terms of Senior Indebtedness


 


Any renewal or extension
of the time of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights
under any instrument creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder,
may be made or done all without notice to or assent from the Holders of the Subordinated Securities or the Trustee.


 


No compromise, alteration,
amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under
which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not any of the foregoing is in accordance
with the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article Fourteen
or of the Subordinated Securities relating to the subordination thereof.


 


SECTION 1409.  Reliance
on Judicial Order or Certificate of Liquidating Agent


 


Upon any payment or distribution
of assets of the Company referred to in this Article Fourteen, the Trustee and the Holders of the Securities shall be entitled
to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee
in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of Subordinated Securities, for the purpose of ascertaining
the persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Fourteen.


 





This Indenture 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 Indenture. The exchange of copies of this Indenture and delivery of signature pages by facsimile, .pdf transmission, e-mail
or other electronic means shall constitute effective execution and delivery of this Indenture for all purposes. Signatures of
the parties hereto transmitted by facsimile, .pdf transmission, e-mail or other electronic means shall be deemed to be their original
signatures for all purposes.


 




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


 


	 	BUSINESS DEVELOPMENT CORPORATION OF AMERICA
	 	 	 
	 	By:	/s/ Corinne Pankovcin  
	 	Name:	Corinne Pankovcin
	 	Title:	CFO


 


[Signature Page to Indenture]


 




     


     


    

 


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


 


	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Allison Lancaster-Poole
	 	Name:	Allison Lancaster-Poole
	 	Title:	Vice President