Exhibit 4.5


 


INDENTURE


 


BETWEEN


 


LTC PROPERTIES, INC.


 


AND


 


               , 


 


AS TRUSTEE


 


DATED AS OF           , 20___


 


SENIOR DEBT SECURITIES


(Issuable in Series)


 



     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE 1
	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 
	Section 1.1	Definitions	1
	Section 1.2	Incorporation by Reference of Trust Indenture Act	8
	Section 1.3	Compliance Certificates and Opinions	8
	Section 1.4	Form of Documents Delivered to Trustee	9
	Section 1.5	Acts of Holders; Record Dates	9
	Section 1.6	Notices, etc., to Trustee and Company	11
	Section 1.7	Notice to Holders; Waiver	11
	Section 1.8	Conflict with Trust Indenture Act	11
	Section 1.9	Effect of Headings and Table of Contents	11
	Section 1.10	Successors and Assigns	12
	Section 1.11	Separability Clause	12
	Section 1.12	Benefits of Indenture	12
	Section 1.13	Governing Law	12
	Section 1.14	Legal Holidays	12
	Section 1.15	Indenture and Securities Solely Corporate Obligations	12
	Section 1.16	Indenture May be Executed in Counterparts	13
	 	 	 
	ARTICLE
    2
	 
	SECURITY FORMS
	 	 	 
	Section 2.1	Forms Generally	13
	Section 2.2	Form of Trustee’s Certificate of Authentication	13
	Section 2.3	Global Securities	14
	Section 2.4	Form of Legend for Global Securities	15
	Section 2.5	Form of Face of Security	15
	Section 2.6	Form of Reverse of Security	17
	 	 	 
	ARTICLE 3
	 
	THE SECURITIES
	 	 	 
	Section 3.1	Amount Unlimited; Issuable in Series	20
	Section 3.2	Denominations	23
	Section 3.3	Execution, Authentication, Delivery and Dating	23
	Section 3.4	Temporary Securities	25
	Section 3.5	Registration; Registration of Transfer and Exchange	25
	Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities	26
	Section 3.7	Payment of Interest; Interest Rights Preserved	27
	Section 3.8	Persons Deemed Owners	27
	Section 3.9	Cancellation	28
	Section 3.10	Computation of Interest	28
	 	 	 
	ARTICLE 4
	 
	SATISFACTION AND DISCHARGE
	 	 	 
	Section 4.1	Satisfaction and Discharge of Indenture	28
	Section 4.2	Application of Trust Money	29



 









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ARTICLE 5
	 
	REMEDIES
	 	 	 
	Section 5.1	Events of Default	29
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	31
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	32
	Section 5.4	Trustee May File Proofs of Claim	32
	Section 5.5	Trustee May Enforce Claims Without Possession of Securities	33
	Section 5.6	Application of Money Collected	33
	Section 5.7	Limitation on Suits	33
	Section 5.8	Right of Holders to Receive Principal, Premium and Interest	34
	Section 5.9	Restoration of Rights and Remedies	34
	Section 5.10	Rights and Remedies Cumulative	34
	Section 5.11	Delay or Omission Not Waiver	34
	Section 5.12	Control by Holders	35
	Section 5.13	Waiver of Past Defaults	35
	Section 5.14	Undertaking for Costs	35
	 	 	 
	ARTICLE 6
	 
	THE TRUSTEE
	 	 	 
	Section 6.1	Certain Duties and Responsibilities	36
	Section 6.2	Notice of Defaults	37
	Section 6.3	Certain Rights of Trustee	37
	Section 6.4	Not Responsible for Recitals or Issuance of Securities	38
	Section 6.5	May Hold Securities and Act as Trustee under Other Indentures	38
	Section 6.6	Money Held in Trust	38
	Section 6.7	Compensation and Reimbursement	38
	Section 6.8	Conflicting Interests	39
	Section 6.9	Eligibility; Disqualification	39
	Section 6.10	Resignation and Removal; Appointment of Successor	39
	Section 6.11	Acceptance of Appointment by Successor	40
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	41
	Section 6.13	Preferential Collection of Claims Against Company	41
	Section 6.14	Appointment of Authenticating Agent	41
	 	 	 
	ARTICLE 7
	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 
	Section 7.1	Company to Furnish Trustee Names and Addresses of Holders	43
	Section 7.2	Preservation of Information; Communications to Holders	43
	Section 7.3	Reports by Trustee	43
	Section 7.4	Reports by Company	44
	 	 	 
	ARTICLE 8
	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 
	Section 8.1	Company May Consolidate, etc., Only on Certain Terms	44
	Section 8.2	Successor Substituted	44


 






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	ARTICLE 9
	 
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 9.1	Supplemental Indentures Without Consent of Holders	44
	Section 9.2	Supplemental Indentures with Consent of Holders	45
	Section 9.3	Execution of Supplemental Indentures	46
	Section 9.4	Effect of Supplemental Indentures	47
	Section 9.5	Conformity with Trust Indenture Act	47
	Section 9.6	Reference in Securities to Supplemental Indentures	47
	 	 	 
	ARTICLE 10
	 
	COVENANTS
	 	 	 
	Section 10.1	Payment of Principal, Premium and Interest	47
	Section 10.2	Maintenance of Office or Agency	47
	Section 10.3	Money for Securities Payments to be Held in Trust	48
	Section 10.4	Statement by Officers as to Default	48
	Section 10.5	Existence	49
	Section 10.6	All Securities to be Equally and Ratably Secured	49
	Section 10.7	Maintenance of Properties	49
	Section 10.8	Payment of Taxes and Other Claims	49
	Section 10.9	Waiver of Certain Covenants	49
	Section 10.10	Additional Amounts	49
	 	 	 
	ARTICLE 11
	 
	REDEMPTION OF SECURITIES
	 	 	 
	Section 11.1	Applicability of Article	50
	Section 11.2	Election to Redeem; Notice to Trustee	50
	Section 11.3	Selection by Trustee of Securities to Be Redeemed	50
	Section 11.4	Notice of Redemption	51
	Section 11.5	Deposit of Redemption Price	51
	Section 11.6	Securities Payable on Redemption Date	52
	Section 11.7	Securities Redeemed in Part	52
	 	 	 
	ARTICLE 12
	 
	SINKING FUNDS
	 	 	 
	Section 12.1	Applicability of Article	52
	Section 12.2	Satisfaction of Sinking Fund Payments with Securities	53
	Section 12.3	Redemption of Securities for Sinking Fund	53


 






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	ARTICLE 13
	 
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	Section 13.1	Company’s Option to Effect Defeasance or Covenant Defeasance	53
	Section 13.2	Defeasance and Discharge	53
	Section 13.3	Covenant Defeasance	54
	Section 13.4	Conditions to Defeasance or Covenant Defeasance	54
	Section 13.5	Deposited Money, U. S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions	56
	Section 13.6	Reinstatement	56


 


	ARTICLE 14
	 
	SUBORDINATION
	 	 	 
	Section 14.1	Securities Subordinated to Senior Indebtedness	56
	Section 14.2	Right of Trustee to Hold Senior Indebtedness	58
	Section 14.3	Subordination Not to Prevent Events of Default	58
	Section 14.4	No Fiduciary Duty of Trustee to Holders of Senior Indebtedness	58
	Section 14.5	Payment Permitted if No Default	59
	Section 14.6	Article Applicable to Paying Agent	59
	 	 	 
	ARTICLE 15
	 
	CONVERSION
	 	 	 
	Section 15.1	Conversion Right and Conversion Price	60
	Section 15.2	Conversion Procedure	60
	Section 15.3	Fractional Shares	61
	Section 15.4	Taxes on Conversion	61
	Section 15.5	Company to Reserve Securities	61
	Section 15.6	Adjustment for Change in Capital Stock	61
	Section 15.7	When De Minimis Adjustment May Be Deferred	62
	Section 15.8	When No Adjustment Required	62
	Section 15.9	Notice of Adjustment	62
	Section 15.10	Voluntary Reduction	62
	Section 15.11	Notice of Certain Transactions	63
	Section 15.12	Offer to Repurchase Upon A Change of Control	63
	Section 15.13	Company Determination Final	64
	Section 15.14	Trustee’s Disclaimer	64
	Section 15.15	Adjustments for Other Securities	65
	Section 15.16	Certain Definitions	 


 






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LTC PROPERTIES, INC.


 


This Cross Reference Sheet shows the location in
the Indenture of the provisions inserted pursuant to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939:


 


	Section 310 (a) (1)	 	6.9	 
	(a) (2)	 	6.9	 
	(a) (3)	 	6.9	 
	(a) (4)	 	Not Applicable	 
	(a) (5)	 	6.9	 
	(b)	 	6.8, 6.10	 
	(c)	 	Not Applicable	 
	Section 311 (a)	 	6.13	 
	(b)	 	6.13	 
	(c)	 	Not Applicable	 
	Section 312 (a)	 	7.1, 7.2	 
	(b)	 	7.2	 
	(c)	 	7.2	 
	Section 313 (a)	 	7.3	 
	(b)	 	7.3	 
	(c)	 	7.3	 
	(d)	 	7.3	 
	Section 314 (a) (1)	 	7.4	 
	(a) (2)	 	7.4	 
	(a) (3)	 	7.4	 
	(a) (4)	 	1.1, 10.4	 
	(b)	 	Not Applicable	 
	(c) (1)	 	1.3	 
	(c) (2)	 	1.3	 
	(c) (3)	 	Not Applicable	 
	(d)	 	Not Applicable	 
	(e)	 	1.3	 
	Section 315 (a)	 	6.1	 
	(b)	 	6.2	 
	(c)	 	6.1	 
	(d)	 	6.1	 
	(e)	 	5.14	 
	Section 316 (a)	 	1.1	 
	(a) (1) (A)	 	5.2, 5.12	 
	(a) (1) (B)	 	5.13	 
	(a) (2)	 	Not Applicable	 
	(b)	 	5.8	 
	(c)	 	1.5	 
	Section 317 (a) (1)	 	5.3	 
	(a) (2)	 	5.4	 
	(b)	 	10.3	 
	Section 318 (a)	 	1.8	 


 


NOTE: This Cross Reference Sheet is not part of the Indenture.


 






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INDENTURE


 


INDENTURE, dated as of                
, between LTC PROPERTIES, INC., a Maryland corporation (the “Company”), having its principal office at                
, and                                
, as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is
principally administered being                                
..


 


RECITALS


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its subordinated debentures, notes or other evidences of indebtedness
(the “Securities”), to be issued in one or more series as herein provided.


 


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


 


All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, for and in consideration of the
premises and the purchase of the Securities by the Holders thereof, each party agrees for the benefit of the other party and for the equal
and ratable benefit of the Holders of the Securities, or of series thereof, issued under this Indenture, as follows:


 


ARTICLE 1


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 1.1  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
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, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles in the United States of America
as are generally accepted as of the time when and for the period as to which such accounting principles are to be applied;


 


(3)          “or”
is not exclusive;


 


(4)          any reference to an “Article” or a “Section” refers to an Article or a Section, as the
case may be, of this Indenture;


 


(5)          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; and


 


(6)          certain
terms, used principally in Article 6, are defined in Section 1.2.


 


“Act,” when used with respect
to any Holder, has the meaning specified in Section 1.5.


 






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“Additional Amounts” means any
additional amounts that are required by the express terms of a Security or by or pursuant to a Board Resolution, under circumstances specified
therein or pursuant thereto, to be paid by the Company with respect to certain taxes, assessments or other governmental charges imposed
on certain Holders and that are owing to such Holders.


 


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


 


“Authenticating Agent” means
any Person, which may include the Company, authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee
to authenticate Securities of one or more series.


 


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


 


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


 


“Board” or “Board of
Directors” means either the board of directors of the Company or any duly authorized committee thereof.


 


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


 


“Business Day,” when used with
respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment, or the city in which the Corporate Trust Office is located, are authorized or obligated by law or executive
order to close.


 


“Capital Stock” of any Person
means any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however
designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.


 


“Change of Control” means the
occurrence, after the original issuance of the Securities, of an acquisition by any Person of beneficial ownership, directly or indirectly,
through a purchase, merger or other acquisition transaction or series of transactions, of shares of Capital Stock of the Company entitling
such person to exercise 50% or more of the total voting power of all shares of Capital Stock of the Company entitled to vote generally
in elections of directors.


 


“Commission” means the Securities
and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the 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 at such time.


 


“Common Stock” means any stock
of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. However, subject to the conversion
provisions of Article 15, shares issuable on conversion of Securities shall include only shares of the class designated as
Common Stock, par value $0.01 per share, of the Company at the date of this Indenture or shares of any class or classes resulting from
any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which are not subject to redemption by the Company;
provided, however, that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable
shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears
to the total number of shares of all such classes resulting from all such reclassifications.


 






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


 


“Company Request” or “Company
Order” means, respectively, a written request or order signed in the name of the Company by its Chairman of the Board, its Chief
Executive Officer, its President or a Vice President, and by its principal financial officer, its Controller, an Assistant Controller,
its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Corporate Trust Office” means
the corporate trust office of the Trustee at [            ], Attention: Corporate
Trust Department, or such other office, designated by the Trustee by written notice to the Company, at which at any particular time its
corporate trust business shall be administered.


 


“Covenant Defeasance” has the
meaning specified in Section 13.3.


 


“Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“default” means, with respect
to the Securities of any series, any event, act or condition that is, or after notice or the passage of time or both would be, an Event
of Default with respect to Securities of such series.


 


“Defaulted Interest” has the
meaning specified in Section 3.7.


 


“Defeasance” has the meaning
specified in Section 13.2.


 


“Depositary” means, with respect
to Securities of any series issuable in whole or in part in the form of one or more Global Securities, The Depository Trust Company, New
York, New York, another clearing agency, or any successor, registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 3.1.


 


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


 


“euro” or “euros”
means the currency adopted by those nations participating in the third stage of the economic and monetary union provisions of the Treaty
on European Union, signed at Maastricht on February 7, 1992.


 


“European Economic Area” means
the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic Area dated May 2, 1992,
as amended.


 


“European Union” means the member
nations of the European Union established by the Treaty of European Union, signed at Maastricht on February 2, 1992, which amended
the Treaty of Rome establishing the European Community.


 


“Event of Default” has the meaning
specified in Section 5.1.


 


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


 


“Exchange Rate” has the meaning
specified in Section 3.2.


 


“Expiration Date” has the meaning
specified in Section 1.5.


 






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“Foreign Government Obligation”
means with respect to Securities of any series which are not denominated in the currency of the United States of America (x) any
security which is (i) a direct obligation of the government which issued or caused to be issued the currency in which such security
is denominated and for the payment of which obligations its full faith and credit is pledged or, with respect to Securities of any series
which are denominated in euros, a direct obligation of any member nation of the European Union for the payment of which obligation the
full faith and credit of the respective nation is pledged so long as such nation has a credit rating at least equal to that of the highest
rated member nation of the European Economic Area, or (ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of a government specified in clause (i) above the payment of which is unconditionally guaranteed as
a full faith and credit obligation by such government, which, in either case (i) or (ii), is not callable or redeemable at the option
of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any Foreign Government Obligation which is specified in clause (x) above and held by such
bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on
any Foreign Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect
of the Foreign Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.4 (or such legend as
may be specified as contemplated by Section 3.1 for such Securities).


 


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


 


“Indenture” means this instrument
as originally executed and 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, including, for all purposes of this instrument and any such supplemental indenture,
the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated
by Section 3.1; provided, however, that if at any time more than one Person is acting as Trustee under this Indenture due
to the appointment of one or more separate Trustees for any one or more separate series of Securities, “Indenture”
shall mean, with respect to such series of Securities for which any 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 particular series of Securities for which such Person is Trustee established as contemplated
by Section 3.1, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted
by means of one or 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; provided, further that in the event that this Indenture is supplemented or amended by one
or more indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture”
for a particular series of Securities shall exclude provisions or terms which relate solely to other series of Securities.


 


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


 


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


 


“Investment Company Act” means
the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


“Judgment Currency” has the
meaning specified in Section 5.6.


 






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“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, repurchase at the option of the Holder, call for
redemption or otherwise.


 


“Mortgage” means and includes
any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.


 


“Notice of Default” means a
written notice of the kind specified in Section 5.1(4).


 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President, and by the principal
financial officer, the Treasurer, the Controller, an Assistant Treasurer, an Assistant Controller, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 10.4
shall be the principal executive, financial or accounting officer of the Company.


 


“Opinion of Counsel” means a
written opinion of legal counsel, who may be, without limitation, (a) an employee of the Company, or (b) outside counsel designated
by the Company, rendered, if applicable, in accordance with Section 314(c) of the Trust Indenture Act.


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.2.


 


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


 


(1)          Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(2)          Securities
for whose payment or redemption 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;


 


(3)          Securities
which have been paid pursuant to Section 3.6 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 bona fide purchaser in whose hands such Securities are valid obligations
of the Company; provided, however, that unless otherwise provided with respect to any Securities of any series pursuant to Section 3.1,
in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of
an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would
be due and payable as of such date upon  acceleration of the Maturity thereof to such date pursuant to Section 5.2,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, 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 3.1,
(C) the principal amount of a Security denominated in one or more non-U.S. dollar currencies or currency units which shall be deemed
to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.1,
of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above,
of the amount determined as provided in such clause), and (D) Securities owned by the Company or any other obligor upon the Securities
or any Subsidiary 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 relying upon any such request, demand, authorization, direction, notice, consent, waiver or
other action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Subsidiary of the Company or of such other obligor.


 






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“Paying Agent” means any Person,
which may include the Company, authorized by the Company to pay the principal of or any premium or interest on, or any Additional Amounts
with respect to, any one or more series of Securities on behalf of the Company.


 


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


 


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


 


“Place of Payment,” when used
with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on, or any
Additional Amounts with respect to, the Securities of that series are payable as specified as contemplated by Section 3.1
and 10.2.


 


“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 3.6 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.


 


“Preferred Stock” means, as
applied to the Capital Stock of any Person, the Capital Stock of such Person (other than the Common Stock of such Person) of any class
or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary
or involuntary liquidation, dissolution or winding-up of such Person, to shares of Capital Stock of any other class of such Person.


 


“Principal” of a Security means
the principal amount of, and unless the context indicates otherwise, includes any premium payable on the Security.


 


“Record Date” means any Regular
Record Date or Special Record Date.


 


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


 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series means any date specified for that purpose as contemplated
by Section 3.1, or, if not so specified, the first day of the calendar month of the month of such Interest Payment Date if
such Interest Payment Date is the fifteenth day of the calendar month, or the fifteenth day of the calendar month preceding such Interest
Payment Date if such Interest Payment Date is the first day of a calendar month, whether or not such day shall be a Business Day.


 


“Required Currency” has the
meaning specified in Section 5.6.


 


“Responsible Officer” means,
when used with respect to the Trustee, an officer of the Trustee in the Corporate Trust Office assigned and duly authorized by the Trustee
to administer its corporate trust matters.


 






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“Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any debentures, notes or other evidences of indebtedness of
the Company authenticated and delivered under this Indenture.


 


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


 


“Security Custodian” means,
with respect to Securities of a series issued in global form, the Trustee for Securities of such series, acting in its capacity as custodian
with respect to the Securities of such series, or any successor entity thereto.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.5.


 


“Senior Indebtedness” of the
Company, means with respect to the Securities of a series as contemplated by Section 3.1, the indebtedness specified in such
Securities or in the supplemental indenture pursuant to which such Securities are issued. Different series of Securities may be subordinated
to different Senior Indebtedness, and one series of Securities may be subordinated to another series of Securities, all as and to the
extent provided in the relevant documentation for each issue of Securities.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


“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.


 


“Subsidiary” means any Person
of which the Company at the time owns or controls, directly or indirectly, more than 50% of the shares of outstanding stock or other equity
interests having general voting power under ordinary circumstances to elect a majority of the board of directors, managers or trustees,
as the case may be, of such Person (irrespective of whether or not at the time stock of any other class or classes or other equity interests
of such corporation shall have or might have voting power by reason of the happening of any contingency).


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrument was executed; provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required
by any 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 instrument 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, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that series.


 


“United States” means the United
States of America (including the states thereof and the District of Columbia) and its “possessions”, which include Puerto
Rico, the U.S. Virgin Islands, Guam, American Somoa, Wake Island and the Northern Mariana Islands.


 


“United States Alien” means
any Person who, for United States federal income tax purposes, is a foreign corporation, a nonresident alien individual, a nonresident
alien or foreign fiduciary of an estate or trust, or a foreign partnership.


 


“U.S. Government Obligation”
means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith
and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank
for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 






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


 


“Yield to Maturity” means, when
used with respect to any Original Issue Discount Security, the yield to maturity, if any, set forth on the face thereof.


 


Section 1.2  Incorporation by Reference
of Trust Indenture Act.


 


Whenever this Indenture refers to a provision of
the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. The following Trust Indenture
Act terms used in this Indenture have the following meanings:


 


“indenture securities” means
the Securities.


 


“indenture security holder”
means a Holder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“obligor” on the indenture securities
means the Company or any other obligor on the Securities.


 


All terms used in this Indenture that are defined
by the Trust Indenture Act, defined by a Trust Indenture Act reference to another statue or defined by Commission rule under the
Trust Indenture Act and not otherwise defined herein have the meanings assigned to them therein.


 


Section 1.3  Compliance Certificates
and Opinions.


 


Except as otherwise expressly provided by this
Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the
Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate
or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth
in this Indenture.


 


Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than pursuant to Section 10.4) shall include,


 


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


 






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


 


Section 1.4  Form of Documents
Delivered to Trustee.


 


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


 


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


 


Any certificate or opinion of an officer of the
Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by
an accountant or firm of accountants employed or retained by the Company unless such officer or counsel, as the case may be, knows, or
in the exercise of reasonable care should know, that the certificate or opinions or representations as to such accounting 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 1.5  Acts of Holders; Record
Dates.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of the Outstanding
Securities of all series or one or more series, 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 agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. The Trustee shall promptly deliver to the Company copies of all such instrument or instruments delivered to
the Trustee. Such instrument or instruments (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 shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this Section.


 


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 or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof of his or her 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 manner that the
Trustee deems sufficient.


 


The ownership, date of holding, principal amount
and serial numbers of Securities shall be proved by the Security Register.


 









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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, the Company in reliance thereon, whether or not notation of such action is made upon such
Security. Any consent or waiver of the Holder of any Security shall be irrevocable for a period of six months after the date of execution
thereof, but otherwise any such Holder or subsequent Holder may revoke the request, demand, authorization, direction, notice, consent
or other Act as to his Security or portion of his Security; provided, however, that such revocation shall be effective only if the Trustee
receives the notice of revocation before the date the Act becomes effective.


 


The Company may set any day as a record date for
the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization,
direction, vote, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders
of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not
apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no
other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent
the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.7.


 


The Trustee may set any day as a record date for
the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2) or (iv) any direction referred to in Section 5.12,
in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section 1.7.


 


With respect to any record date set pursuant to
this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice
of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series
in the manner set forth in Section 1.7, on or prior to the existing Expiration Date. If an Expiration Date is not designated
with respect to any record date set pursuant to this Section 1.5, the party hereto which set such record date shall be deemed
to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right
to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the
180th day after the applicable record date.


 






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Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all
or any part of such principal amount.


 


Section 1.6  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 or filed in writing
(or by facsimile transmissions, provided that oral confirmation of receipt shall have been received) to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Department, 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 furnished by certified mail, return receipt requested, personally delivered or furnished via overnight courier to the
Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer.


 


Section 1.7  Notice to Holders; Waiver.


 


Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, or delivered by hand or overnight courier to each Holder affected by such event, at its address as it appears in the
Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving
of such notice. Neither the failure to mail or deliver by hand or overnight courier any notice, nor any defect in any notice so mailed
or delivered by hand or overnight courier, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall
be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver.


 


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


 


Section 1.8  Conflict with Trust Indenture
Act.


 


If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act or another provision hereof required to be included in this Indenture by any of the provisions
of the Trust Indenture Act, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act, which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.


 


Section 1.9  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.


 






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Section 1.10  Successors and Assigns.


 


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


 


Section 1.11  Separability Clause.


 


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


 


Section 1.12  Benefits of Indenture.


 


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


 


Section 1.13  Governing Law.


 


THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 1.14  Legal Holidays.


 


Unless otherwise provided with respect to any Security
or Securities pursuant to Section 3.1, in any case where any Interest Payment Date, Redemption Date, sinking fund payment
date, or Stated Maturity or Maturity or other payment date of any Security or the last date on which a Holder has the right to convert
a Security at a particular conversion price shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply
in lieu of this Section)) payment of interest or principal (and premium, if any) or, if applicable to a particular series of Securities,
conversion need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, at the Stated Maturity or on such last
day for conversion, as the case may be.


 


Section 1.15  Indenture and Securities
Solely Corporate Obligations.


 


No recourse for the payment of the principal of
or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under
or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Security, or
because of the creation of any indebtedness represented thereby, shall be had, directly or indirectly, against any incorporator, subscriber
to the shares of beneficial interest (or capital stock or membership interests (as applicable)), shareholder, stockholder, member, employee,
agent, manager, officer, trustee or director, as such, past, present or future, of the Company or the Trustee or of any predecessor or
successor corporation, either directly or through the Company or the Trustee or any predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely corporate obligations and that no such personal liability
whatever shall attach to, or is or shall be incurred by, any incorporator, subscriber to the shares of beneficial interest (or capital
stock or membership interests (as applicable)), shareholder, stockholder, member, employee, agent, manager, officer, trustee or director,
as such, of the Company or the Trustee or of any predecessor or successor corporation, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution
or statute, of, and any and all such rights and claims against, every such incorporator, subscriber to the shares of beneficial interest
(or capital stock or membership interests (as applicable)), shareholder, stockholder, member, employee, agent, manager, officer, trustee
or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants
or agreements contained in this Indenture, any supplemental indenture hereto, any certificate or other writing delivered in connection
herewith, or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issuance of such Securities. By accepting a Security, each Holder agrees to the provisions
of this Section 1.15 and waives and releases all such liability. Such waiver and release shall be part of the consideration
for the issuance of the Securities.


 






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Section 1.16  Indenture May be
Executed in Counterparts.


 


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


 


ARTICLE 2


 


SECURITY FORMS


 


Section 2.1  Forms Generally.


 


The Securities of each series shall be in such
form or forms as shall be established by or pursuant to one or more Board Resolutions and set forth in such Board Resolutions, or, to
the extent established pursuant to, rather than set forth in, such Board Resolutions, an Officers’ Certificate detailing such establishment,
or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any applicable law or with any rules or regulations pursuant thereto,
or any rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing
such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant
to a Board Resolution, or, to the extent established pursuant to, rather than set forth in, such Board Resolutions, an Officers’
Certificate detailing such establishment, a copy of an appropriate record of such action 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 Company Order contemplated by Section 3.3
for the authentication and delivery of such Securities. Any such Board Resolution, Officers’ Certificate or record of such action
shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board
Resolution or Officers’ Certificate.


 


The definitive Securities shall be printed, lithographed
or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities,
as evidenced by their execution of such Securities.


 


Section 2.2  Form of Trustee’s
Certificate of Authentication.


 


The Trustee’s certificates of authentication
shall be in substantially the following form:


 


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


 


	 	 
	 	 
	 	[Trustee], as Trustee
	 	 	 
	 	By:	 
	 	 	 
	 	 	Authorized Officer


 






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Section 2.3  Global Securities.


 


If the Company shall establish pursuant to Section 3.1
that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the
Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee
thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security
or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities
or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall
bear a legend in accordance with the requirements of the Depositary.


 


Notwithstanding any other provision of this Section or
of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global
Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be
transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such
Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to
a nominee of such successor Depositary.


 


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


 


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


 


If specified by the Company pursuant to Section 3.1
with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender
such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on
such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate
and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series
of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange
for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor
and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security
and the aggregate principal amount of Securities delivered to Holders thereof.


 






     - 14 -


     


    

 


In any exchange provided for in any of the preceding
three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates
in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive
certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities
issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities
to the Persons in whose names the Securities are so to be registered.


 


Any endorsement of a Global Security to reflect
the principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding
Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified in or pursuant to any
applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global
Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and
redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any
applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global
Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered,
any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied
by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel.


 


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


 


Section 2.4  Form of Legend for
Global Securities.


 


Unless otherwise specified as contemplated by Section 3.1
for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially
the following form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.


 


Section 2.5  Form of Face of
Security.


 


[Insert any legend required by the Internal Revenue
Code and the regulations thereunder.]


 






     - 15 -


     


    

 


LTC PROPERTIES, INC.


 


	No.	 	$


 


LTC Properties, Inc., a corporation duly organized
and existing under the laws of Maryland (herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to                                    
, or registered assigns, the principal sum of                                     
Dollars on                                     
[if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from                                     
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on       
                               and                                     
in each year, commencing                                    
, at the rate of                                     
per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, and at the rate of        
% per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the                                 
     or                                     
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].


 


[If the Security is not to bear interest prior
to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at
the rate of         % per annum which shall accrue from the date of such default in payment to
the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of        
% per annum which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]


 


Payment of the principal of (and premium, if any)
and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Company maintained
for that purpose in                                    
, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts [if applicable, insert—; provided, however, that at the option of the Company 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].


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the certificate of authentication hereon
has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






     - 16 -


     


    

 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


Dated:


 


	 	 	LTC PROPERTIES, INC.
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	Attest:	 	 	 
	 	 	 	 


 


Section 2.6  Form of Reverse
of Security.


 


This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture,
dated as of                 , 20                 
(herein called the “Indenture”), between the Company and                            
, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the
face hereof [if applicable, insert—, limited in aggregate principal amount to $           
].


 


[If
applicable, insert—Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled,
at his option, at any time on or before the close of business on                  
, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until
and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the 10th calendar
day before the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral
multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each
conversion to the nearest 1/100 of a share) of Common
Stock of the Company at a conversion price per share of Common Stock equal to $                
per each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture)
by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency in                            
, accompanied by written notice to the Company that the Holder hereof elects to convert this Security, or if less than the entire principal
amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from
the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest
Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such
period), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case
of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to
the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment
of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued
hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will
be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain
consolidations or mergers to which the Company is a party or the transfer of substantially all of the assets of the Company, the Indenture
shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter,
during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property
receivable upon the consolidation, merger or transfer by a holder of the number of shares of Common Stock into which this Security might
have been converted immediately prior to such consolidation, merger or transfer (assuming such holder of Common Stock failed to exercise
any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).]


 






     - 17 -


     


    

 


[If applicable, insert—The Securities
of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert—(1) on            
              in any year commencing with the year                         
and ending with the year 20                                     
through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time
[if applicable, insert—on or after                        
,                      20                    
], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert—on or before                        
,                   %, and if redeemed] during
the 12-month period beginning                         
of the years indicated,


 


	Year	 	 	Redemption
 Price	 	 	Year	 	 	Redemption
 Price	 
		 	 		 	 		 	 		 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 


and thereafter at a Redemption Price equal to            
% of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through operation
of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on
or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert—The Securities
of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on                     
in any year commencing with the year                     
and ending with the year                  through
operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert—on or after                        
], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of
the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period
beginning                         
of the years indicated,


 


	Year	 	 	Redemption
 Price
 For Redemption
 Through
 Operation
 of the Sinking
 Fund	 	 	Redemption Price
 For
 Redemption
 Otherwise
 Than Through
 Operation of the
 Sinking Fund	 
		 	 		 	 		 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



 


and thereafter at a Redemption Price equal to                
% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with
accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert—The sinking
fund for this series provides for the redemption on                         
in each year beginning with the year                     
and ending with the year                         
of [if applicable, insert—not less than $                
(“mandatory sinking fund”) and not more than] $                
aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than
through [if applicable, insert mandatory] sinking fund payments [if applicable, insert and Securities surrendered for conversion]
may be credited against subsequent [if applicable, insert—mandatory] sinking fund payments otherwise required to be made
[if applicable, insert—in the inverse order in which they become due].


 






     - 18 -


     


    

 


[If the Security is subject to redemption of
any kind, insert—In the event of redemption or conversion of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed or unconverted portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


 


The indebtedness evidenced by this Security is,
to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness,
and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take
action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact
for any and all such purposes.


 


[If applicable, insert—The Indenture
contains provisions for defeasance at any time of [(1) the entire indebtedness of this Security or (2)] certain restrictive covenants
and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.]


 


[If the Security is not an Original Issue Discount
Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal
of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.]


 


[If the Security is an Original Issue Discount
Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Such amount shall be equal to—insert formula for determining the amount. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and overdue interest all of the Company’s obligations
in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.]


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding,
on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and subject to the provisions of
the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders
of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed herein.


 


Subject to the rights of holders of Senior Indebtedness,
as set forth in the Indenture, no other reference herein to the Indenture and no other provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any)
and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed or to convert this Security
as provided in the Indenture.


 






     - 19 -


     


    

 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Securities of this series are issuable only
in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities
of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any such registration
of transfer or exchange, but the Company or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.


 


All terms used in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


 


ARTICLE 3


 


THE SECURITIES


 


Section 3.1  Amount Unlimited; Issuable
in Series.


 


The aggregate principal amount of Securities that
may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the
manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,


 


(1)          
the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);


 


(2)          
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 2.3, 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities
which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);


 


(3)          
the Person to whom any interest on a Security of the series shall be payable, if other than 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;


 


(4)          
the date or dates on which the principal of and premium, if any, on any Securities of the series is payable or the method of determination
and/or extension of such date or dates; and the amount or amounts of such payments of principal and premium, if any, or the method of
determination thereof;


 






     - 20 -


     


    

 


(5)          
the rate or rates (which may be fixed or variable), at which any Securities of the series shall bear interest, if any, whether and under
what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which any such interest
shall accrue, the Interest Payment Dates on which any such interest shall be payable and, if other that as set forth in Section 1.1,
the Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates and rates);


 


(6)          
whether any of such Securities will be subject to certain optional interest rate reset provisions;


 


(7)          
the place or places where the principal of and any premium and interest on, or any Additional Amounts with respect to, the Securities
of the series shall be payable, where the Securities of such series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served, and the method
of such payment, if by wire transfer, mail or other means;


 


(8)          
(a) the period or periods within which, the price or prices at which, the currency or currencies (including currency units) and the
terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company, (b) if
other than as provided in Section 11.3, the manner in which the particular Securities of such series (if less than all Securities
of such series are to be redeemed) are to be selected for redemption and (c) if other than by a Board Resolution, the manner in which
any election by the Company to redeem the Securities shall be evidenced;


 


(9)          
the Senior Indebtedness to which the Securities of such series are subordinated, and the terms of such subordination;


 


(10)        
the obligation, if any, of the Company to redeem, purchase or repay any Securities of the series pursuant to any sinking fund, amortization
or analogous provisions or upon the happening of a specified event or at the option of the Holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation and any provisions for the remarketing of such Securities;


 


(11)        
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall
be issuable;


 


(12)        
if other than the Trustee, the identity of the Securities Registrar and/or the Paying Agent;


 


(13)        
if the amount of principal of or any premium or interest on or other payments, if any, on any 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 the price of
one or more commodities, derivatives or securities; one or more securities, derivatives or commodities exchange indices or other indices;
a currency or currencies (including currency unit or units) other than that in which the Securities of the series are denominated or designated
to be payable; or any other variable or the relationship between any variables or combination of variables), the index, formula or other
method by which such amounts shall be determined;


 


(14)        
if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies)
in which the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series shall
be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including
for purposes of the definition of “Outstanding” in Section 1.1;


 






     - 21 -


     


    

 


(15)        
if the principal of or any premium or interest on, or any Additional Amounts with respect to, any Securities of the series is to be payable,
at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such
Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on
such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such
election is to be made and the amount so payable (or the manner in which such amount shall be determined);


 


(16)        
if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;


 


(17)        
if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date
for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other
than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be determined);


 


(18)        
if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2
or Section 13.3 or both such Sections, or any other defeasance provisions applicable to any Securities of the series, and,
if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(19)        
the terms, if any, upon which Securities of the series may be convertible into or exchanged for other Securities, common shares, preferred
shares, other debt securities, warrants to purchase any of the foregoing, or other securities of any kind of the Company or any other
obligor or any other property, and the terms and conditions upon which the conversion or exchange shall be effected, including the initial
conversion or exchange price or rate, the conversion or exchange period, and any other additional provisions;


 


(20)        
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 2.4;


 


(21)        
any deletions, modifications of or additions to the definitions set forth in Section 1.1, the Events of Default which apply
to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the
principal amount thereof due and payable pursuant to Section 5.2;


 


(22)        
any addition to, deletion of or change in the covenants set forth in Article 10 which applies to Securities of the series;


 


(23)        
any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of the Securities
of such series, including, without limitation, exchange rate agents and calculation agents;


 


(24)        
if applicable, the terms of any Mortgage that will be provided for a series of Securities, including any provisions regarding the circumstances
under which collateral may be released or substituted;


 


(25)        
if applicable, the terms of any guaranties for the Securities, including the terms of any subordination of such guaranties, and any circumstances
under which there may be additional obligors on the Securities;


 


(26)        
provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;


 






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(27)        
whether Securities of the series shall be issuable in registered form or bearer form (registrable or not registrable as to principal,
and with or without interest coupons), or both, and any restrictions applicable to the offering, sale or delivery of bearer securities
and the terms upon which bearer Securities of a series may be exchanged for registered Securities of the same series and vice versa;


 


(28)        
the forms of the Securities of the series;


 


(29)        
any terms which may be related to warrants, options or other rights to purchase and sell securities issued by the Company in connection
with, or for the purchase of, Securities of such series, including whether and under what circumstances the Securities of any series may
be used toward the exercise price of any such warrants, options or other rights;


 


(30)        
if the Securities of the series will be governed by, and the extent to which such Securities will be governed by, any law other than the
laws of the state of New York; and


 


(31)        
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)).


 


All Securities of any one series need not be identical
but may vary as may be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set
forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental
hereto. 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.


 


Section 3.2  Denominations.


 


Except as specified as contemplated by Section 3.1,
the Securities of each series shall be issuable only in registered form without coupons. The Securities of such series shall be issuable
only in such denominations as shall be specified as contemplated by Section 3.1. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral
multiple thereof. Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, any Securities
of a series denominated in a currency other than Dollars shall be issuable in denominations that are the equivalent, as determined by
the Company by reference to the noon buying rate in The City of New York for cable transfers for such currency (“Exchange Rate”),
as such rate is reported or otherwise made available by the Federal Reserve Bank of New York, on the applicable issue date for such Securities,
of $1,000 and any integral multiple thereof.


 


Section 3.3  Execution, Authentication,
Delivery and Dating.


 


The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its Chief Executive Officer, its principal financial officer, its President or one of its Vice Presidents,
and attested by its Treasurer, its Secretary or one of its Assistant Treasurers or Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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.


 


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 for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order
shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed
in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time
of the first authentication of Securities of such series. Each Security shall be dated the date of its authentication unless otherwise
provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. If the form or terms of the Securities
of the series have been established by or pursuant to one or more Board Resolutions or any other method permitted by Sections 2.1
and 3.1, 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 Section 6.1) shall be fully protected in relying upon,
a copy of such Board Resolution, the Officers’ Certificate setting forth the terms of the series and an Opinion of Counsel, with
such Opinion of Counsel stating,


 






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(1)          
if the form or terms of such Securities have been established by or pursuant to Board Resolution or any other method permitted by Sections 2.1
and 3.1, that such form or terms have been, or in the case of Securities of a series offered in a Periodic Offering will be, established
in conformity with the provisions of this Indenture, subject in the case of Securities offered in a Periodic Offering, to any conditions
specified in such Opinion of Counsel; and


 


(2)          
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions,
exceptions and qualifications specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, except as such enforcement is subject to the effect of (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization or other laws relating to or affecting creditors’ rights and (ii) general principles of equity (regardless
of whether such enforcement is considered in a proceeding in equity or at law).


 


Such Opinion of Counsel need express no opinion
as to the enforceability of Section 6.7 or as to whether a court in the United States would render a money judgment in a currency
other than that of the United States. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate
otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued.


 


Notwithstanding that such form or terms have been
so established, the Trustee shall have the right to decline to authenticate such Securities if, in the written opinion of counsel to the
Trustee (which counsel may be an employee of the Trustee), such action may not lawfully be taken or if the Trustee in good faith by its
board of trustees or trustees, executive committee or a trust committee of directors, trustees or vice presidents shall determine that
such action would expose the Trustee to personal liability to Holders of any Securities then outstanding.


 


With respect to Securities of a series offered
in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form and terms thereof
and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant
to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities
of such series.


 


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 executed by the Trustee or an Authenticating Agent by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, 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.


 


The Company in issuing Securities may use “CUSIP”
numbers (if then generally in use), and if so, the Trustee may use the CUSIP numbers in notices of redemption or exchange as a convenience
to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of the
CUSIP number printed in the notice or on the Securities, that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption or exchange shall not be affected by any defect or omission of such CUSIP numbers. The Company
will promptly notify the Trustee of any change in CUSIP numbers known to an Officer of the Company. Neither the Company nor the Trustee
shall have any responsibility for any defect in the CUSIP number that appears on any Security, check, advice of payment or redemption
notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for
convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers.


 






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Section 3.4  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 which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. All or any portion
of the temporary Securities of a series may be Global Securities.


 


If temporary Securities of any series are issued,
the Company will cause definitive Securities of that series to be prepared without unreasonable delay. Except in the case of temporary
Securities that are Global Securities, each of which shall be exchanged in accordance with the provisions thereof, after the preparation
of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such
series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series,
of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor,
except as otherwise specified as contemplated by Section 3.1.


 


Section 3.5  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 to be maintained by the Company in accordance with Section 9.2 in a
Place of Payment or in such other place or medium as may be specified pursuant to Section 3.1 a register for each series of
Securities (each register maintained in such office and in any other 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 Securities of such series and of transfers of Securities of such series. Unless otherwise
contemplated by Section 3.1, the Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities, and for the purpose of maintaining the Security Register in respect thereof, as herein provided.


 


Except as set forth in Section 2.3
or as may be provided pursuant to Section 3.1, upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that series, the Company shall execute and deliver a Company Order requesting
the Trustee to authenticate and deliver, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


Unless otherwise provided as contemplated by Section 3.1,
at the option of the Holder, Securities of any series (other than Global Securities) may be exchanged for other Securities of the same
series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency, and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder
making the exchange is entitled to receive.


 


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


 






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


 


Unless otherwise provided as contemplated by Section 3.1,
no service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.


 


Unless otherwise provided as contemplated by Section 3.1,
if the Securities of any series (or of any series and specified tenor) are to be redeemed in whole or in part, the Company shall not be
required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor,
as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption
of any such Securities selected for redemption under Section 11.3 and ending at the close of business on the day of such mailing,
or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


 


Unless otherwise provided as contemplated by Section 3.1,
the Company shall not be required to register the transfer or exchange of Securities between a Record Date and the next succeeding Interest
Payment Date.


 


Section 3.6  Mutilated, Destroyed,
Lost and Stolen Securities.


 


If any mutilated Security is surrendered to the
Trustee, the Company shall execute and deliver a Company Order requesting the Trustee to authenticate and deliver, and the Trustee shall
authenticate and deliver, in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (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 bona fide purchaser, the Company shall execute and upon the Company’s request the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding.


 


Notwithstanding the preceding paragraph, 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 3.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security of any series issued pursuant
to this Section 3.6 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 of that series duly issued
hereunder.


 


The provisions of this Section 3.6
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 3.7  Payment of Interest;
Interest Rights Preserved.


 


Except as otherwise provided as contemplated by
Section 3.1 with respect to any series of Securities, interest on any Security which 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 maintained for such purpose
pursuant to Section 9.2; provided, however, that at the option of the Company, interest on any series of Registered Securities
that bear interest may be paid (i) by check mailed to the address of the Person entitled thereto as it shall appear on the Security
Register of such series (unless, with respect to a Global Security, the rules of the Depositary require payment of such amount by
wire transfer) or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register
of such series.


 


Unless otherwise provided as contemplated by Section 3.1,
any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the 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 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 Security of such series and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest, which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder
of Securities of such series in the manner set forth in Section 1.7, not less than 10 days prior to such Special Record
Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least
once in an Authorized Newspaper in The Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent
to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the 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 Securities of any series 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 3.7,
each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall
carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


Section 3.8  Persons Deemed Owners.


 


Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.7)
any interest and any Additional Amounts or other payments on such Security and for all other purposes whatsoever, whether or not such
Security shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice
to the contrary.


 






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Except as otherwise specified as contemplated by
Section 3.1, none of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or
liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security,
or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company or 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 Depositary (or its nominee), as a Holder,
with respect to such Global Security or impair, as between such Depositary and owners of beneficial interests in such Global Security,
the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global
Security.


 


Section 3.9  Cancellation.


 


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 canceled by the Trustee. The Security
Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange
or payment, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of
or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture or as otherwise
specified as contemplated by Section 3.1. On request of the Company at the time of surrender, the Trustee shall deliver to
the Company canceled Securities held by the Trustee. In the absence of such request, all canceled Securities held by the Trustee shall
be disposed of in accordance with the Trustee’s customary procedures.


 


Section 3.10  Computation of Interest.


 


Except as otherwise specified as contemplated by
Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.


 


ARTICLE 4


 


SATISFACTION AND DISCHARGE


 


Section 4.1  Satisfaction and Discharge
of Indenture.


 


This Indenture shall upon Company Request cease
to be of further effect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer
or exchange of such Securities and replacement of such Securities which may have been lost, stolen or mutilated as herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to such Securities, when


 


(1)          
either


 


(A)         
all such Securities 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 3.6 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or


 


(B)          
all such Securities not theretofore delivered to the Trustee for cancellation


 


(i)   
         have become due and payable, or


 


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


 






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(iii)         
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 clause (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an
amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation,
for principal and any premium and interest and any Additional Amounts 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 paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities
of such series;


 


(3)  
         the Company has complied with any other conditions specified pursuant to Section 3.1
to be applicable to the Outstanding Securities of such series; and


 


(4)          
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Securities have been complied with.


 


If any Outstanding Securities of such series are
to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory
sinking fund requirement, the trust agreement evidencing the trust referred to in subclause (B) of clause (1) of
this Section 4.1 shall provide therefore and the Company shall make such arrangements as are satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section 4.1, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.


 


Section 4.2  Application of Trust
Money.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 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 any premium and interest or Additional Amounts for whose payment such money has been deposited with the Trustee.


 


ARTICLE 5


 


REMEDIES


 


Section 5.1  Events of Default.


 


“Event of Default,” wherever
used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default
and whether it shall be occasioned by the subordination provisions applicable to any Securities or 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 it is specifically deleted or modified in the Board
Resolution, supplemental indenture, Officers’ Certificate establishing such series, or form of Security for such series:


 


(1)          
default in the payment of any interest on, or any Additional Amounts with respect to, any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days (unless the entire amount of such payment is deposited by
the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30 days); or


 






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(2)  
         default in the payment of the principal of or any premium on any Security
of that series at its Maturity, and continuance of such default for a period of 30 days (unless the entire amount of such
payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30 days);
or


 


(3)          
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series, and continuance
of such default for a period of 30 days; or


 


(4)          
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section 5.1 specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default
or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 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; or


 


(5)          
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in
an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, 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


 


(6)          
the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it, of a petition or answer or consent seeking reorganization or relief under any applicable federal or state
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Company in furtherance of any such action; or


 


(7)          
any other Event of Default provided with respect to Securities of that series in the Board Resolution, supplemental indenture or
Officers’ Certificate establishing that series.


 


Notwithstanding the foregoing provisions of this
Section 5.1, if the principal of, premium (if any) or any interest on, or any Additional Amounts with respect to, any Security
is payable in a currency or currencies (including a composite currency) other than Dollars and such currency or currencies are not available
to the Company for making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the
Company (a “Conversion Event”), the Company will be entitled to satisfy its obligations to Holders of the Securities
by making such payment in Dollars in an amount equal to the Dollar equivalent of the amount payable in such other currency, as determined
by the Company by reference to the Exchange Rate, as such Exchange Rate is certified for customs purposes by the Federal Reserve Bank
of New York on the date of such payment, or, if such rate is not then available, on the basis of the most recently available Exchange
Rate. Notwithstanding the foregoing provisions of this Section 5.1, any payment made under such circumstances in Dollars where
the required payment is in a currency other than Dollars will not constitute an Event of Default under this Indenture.


 






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Promptly after the occurrence of a Conversion Event
with respect to the Securities of any series, the Company shall give written notice thereof to the Trustee; and the Trustee, promptly
after receipt of such notice, shall give notice thereof in the manner provided in Section 1.7 to the Holders of such series.
Promptly after the making of any payment in Dollars as a result of a Conversion Event with respect to the Securities of any series, the
Company shall give notice in the manner provided in Section 1.7 to the Holders of such series, setting forth the applicable
Exchange Rate and describing the calculation of such payments.


 


Section 5.2  Acceleration of Maturity;
Rescission and Annulment.


 


Unless the Board Resolution, supplemental indenture
or Officers’ Certificate establishing such series provides otherwise, if an Event of Default with respect to Securities of any series
at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified
by the terms thereof) and premium, if any, together with accrued and unpaid interest, if any, thereon, and Additional Amounts, if any,
with respect thereto, 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 amount (or specified amount) and premium, if any, together with accrued and unpaid interest,
if any, thereon, and Additional Amounts, if any, with respect thereto, shall become immediately due and payable.


 


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 in this Article 5 provided, 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


 


(A)          
all overdue interest on, and any Additional Amounts with respect to, all Securities of that series (or of all series, as the case
may be),


 


(B)          
the principal of or premium (if any) on any Securities of that series (or of all series, as the case may be) which have become
due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities
(in the case of Original Issue Discount Securities, the Securities’ Yield to Maturity),


 


(C)          
to the extent that payment of such interest is lawful, interest upon overdue interest and any Additional Amounts at the rate or
rates prescribed therefor in such Securities (in the case of Original Issue Discount Securities, the Securities’ Yield to Maturity),
and


 


(D)         
all sums paid or advanced by the Trustee hereunder, the compensation, expenses, disbursements and advances due to Trustee under
Section 6.7, and all other amounts due under Section 6.7;


 


(2)           
all Events of Default with respect to Securities of that series (or of all series, as the case may be), other than the nonpayment
of the principal of Securities of that series (or of all series, as the case may be) which have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 5.13; and


 


(3)          
the rescission would not conflict with any final judgment or decree of a court of competent jurisdiction.


 


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


 






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Section 5.3  Collection of Indebtedness
and Suits for Enforcement by Trustee.


 


The Company covenants that if


 


(1)          
default is made in the payment of any interest on, or any Additional Amounts with respect to, any Security of any series when such
interest or Additional Amounts shall become 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 at the Maturity thereof, the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest on, and Additional Amounts with respect to, and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest or Additional Amounts,
at the rate or rates prescribed therefor in such Securities (or in the case of Original Issue Discount Securities, the Securities’
Yield to Maturity), and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and all other amounts
due the Trustee under Section 6.7.


 


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 institute a judicial proceeding for the collection
of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company
or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever situated.


 


In addition, if any other Event of Default with
respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed, in its own name and as trustee
of an express trust, 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 effectual to protect and enforce any such rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section 5.4  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 (or lesser amount in the case of Original Issue Discount Securities) of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of overdue principal of, premium (if any), interest on, or any Additional Amounts with respect to, such Securities)
shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(1)          
to file and prove a claim for the whole amount of principal (or lesser amount in the case of Original Issue Discount Securities)
(and premium, if any) and interest and any Additional Amounts owing and unpaid in respect of the Securities and to file such other papers
or documents as may be necessary or advisable 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


 


(2)          
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Holder 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 it for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 6.7.


 






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No provision of this Indenture shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 


Section 5.5  Trustee May Enforce
Claims Without Possession of Securities.


 


All rights of action and claims under this Indenture
or 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 may be instituted by the Trustee in its own name as trustee of an express
trust.


 


Section 5.6  Application of Money
Collected.


 


Subject to the subordination provisions applicable
to any series of Securities, any money collected by the Trustee pursuant to this Article shall be applied and paid in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium
or interest on, or any Additional Amounts with respect to, the Securities, 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 under Section 6.7 in connection with such series of Securities in respect of which money or other
property is collected;


 


SECOND:  Subject to the terms
of any subordination entered into as contemplated by Section 3.1, to the payment of the amounts then due and unpaid for principal
of and any premium, if any, and interest on, and any Additional Amounts with respect to, the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and
payable on such Securities for principal and any premium, if any, interest on and Additional Amounts, respectively; and


 


THIRD:  The balance, if any,
to the Company or any other Person or Persons entitled thereto.


 


To the fullest extent allowed under applicable
law, if for the purpose of obtaining judgment against the Company in any court it is necessary to convert the sum due in respect of the
principal of, premium (if any) or interest on, or any Additional Amounts with respect to, the Securities of any series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange
used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given.
Neither the Company nor the Trustee shall be liable for any shortfall nor shall any of them benefit from any windfall in payments to Holders
of Securities under this Section 5.6 caused by a change in exchange rates between the time the amount of a judgment against
it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this
Section 5.6 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company on the
claim or claims underlying such judgment.


 


Section 5.7  Limitation on Suits.


 


Subject to Section 5.8, 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)          
an Event of Default with respect to such series of Securities shall have occurred and be continuing and such Holder has previously
given written notice to the Trustee of such continuing Event of Default;


 






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(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;


 


(3)          
such Holder or Holders have offered and, if requested, provided to the Trustee reasonable indemnity against the costs, expenses
and liabilities to be incurred in compliance with such request;


 


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


 


(5)           
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that series (or of all series, as the case may be). No one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all
of such Holders.


 


Section 5.8  Right of Holders to Receive
Principal, Premium and Interest.


 


Notwithstanding any other provision in this Indenture,
the right of any Holder of any Security to receive payment of the principal of and any premium and (subject to Section 3.7)
interest on, or any Additional Amounts with respect to, such Security on the Stated Maturity or Stated 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 after the respective
due dates, shall not be impaired without the consent of such Holder.


 


Section 5.9  Restoration of Rights
and Remedies.


 


If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding 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, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall 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 5.10  Rights and Remedies
Cumulative.


 


Except as otherwise provided in Section 5.7
or with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 5.11  Delay or Omission Not
Waiver.


 


No delay or omission of the Trustee or of any Holder
of any Securities 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 5 or by law
to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


 






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Section 5.12  Control by Holders.


 


With respect to Securities of any series, the Holders
of a majority in principal amount of the Outstanding Securities of such series shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, relating
to or arising under an Event of Default described in clause (1), (2), (3), (4) or (7) of
Section 5.1, and with respect to all Securities the Holders of a majority in principal amount of all Outstanding Securities
shall have the right to direct the time, method and place of conducting any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, relating to or arising under an Event of Default described in clause (5) or (6) of
Section 5.1, provided that in each such case.


 


(1)           
the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that
the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a Responsible
Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not
taking part in such direction, and


 


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


 


Section 5.13  Waiver of Past Defaults.


 


Subject to Section 5.8 and Section 9.2,
the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the
Holders of all the Securities of such series waive any past default or Event of Default described in clause (1), (2),
(3), (4) or (7) of Section 5.1 hereunder with respect to such series and its consequences,
and the Holders of a majority in principal amount of all Outstanding Securities may on behalf of the Holders of all Securities waive any
Event of Default described in clause (5) or (6) of Section 5.1 hereunder and its consequences,
except a default


 


(1)          
in the payment of the principal of or any premium or interest on, or any Additional Amounts with respect to, any Security as and
when the same shall become due and payable by the terms thereof, otherwise than by acceleration (unless such default has been cured as
provided herein), or


 


(2)          
in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent
of the Holder of each Outstanding Security affected.


 


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


 


Section 5.14  Undertaking for Costs.


 


All parties to this Indenture agree, and each Holder
of any Security by his acceptance thereof shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant,
in the manner and to the extent provided in the Trust Indenture Act; provided that the provisions of this Section 5.14 shall
not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any series, or to any suit instituted
by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity or Stated
Maturities expressed in such Security (or, in the case of redemption, on the redemption date).


 






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ARTICLE 6


 


THE TRUSTEE


 


Section 6.1  Certain Duties and Responsibilities.


 


(1)           
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 their exercise as a prudent individual would exercise or use under the circumstances in the
conduct of his or her own affairs.


 


(2)          
Except during the continuance of an Event of Default:


 


(A)         
The Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee.


 


(B)          
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to
the requirements of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel which by any
provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates
and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate
the accuracy of any mathematical calculations or other facts stated therein).


 


(3)          
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct or bad faith, except that:


 


(A)         
This paragraph does not limit the effect of clause (2) of this Section 6.1.


 


(B)          
The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts.


 


(C)          
The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities
of any series in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities
of such series 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 the Securities of such series.


 


(4)          
Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (1), (2) and
(3) of this Section 6.1.


 


(5)          
The Trustee may refuse to perform any duty or to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of Holder or Holders pursuant to this Indenture, unless such Holder or Holders shall have offered and, if requested,
provided to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.


 


(6)          
No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, 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 is not reasonably assured to it.


 






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(7)          
The Paying Agent, the Security Registrar and any Authenticating Agent shall be entitled to the protections, immunities and standard
of care as are set forth in clauses (1), (2) and (3) of this Section 6.1 with respect
to the Trustee.


 


Section 6.2  Notice of Defaults.


 


If a default occurs hereunder and is continuing
with respect to Securities of any series and it is known to a Responsible Officer of the Trustee, the Trustee shall give the Holders of
Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that except
in the case of a default in the payment of principal of (or premium, if any) or interest on, or any Additional Amounts with respect to,
any Securities of such series or in the payment of any sinking fund installment, the Trustee shall be protected in withholding such notice
if and so long as the board of trustees, the executive committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the interests of the holders of Securities of such series.


 


Section 6.3  Certain Rights of Trustee.


 


Subject to the provisions of Section 6.1:


 


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


 


(2)          
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;


 


(3)          
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order
(unless other evidence is specifically required herein), and any resolution of the Board of Directors shall be sufficiently evidenced
by a Board Resolution;


 


(4)           
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), in the absence
of bad faith on its part, is entitled to and may rely upon an Officers’ Certificate;


 


(5)          
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;


 


(6)          
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.


 


(7)          
the Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Securities of any series
for which it is acting as Trustee unless either (1) a Responsible Officer shall have actual knowledge of such default or Event of
Default or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Company or any other
obligor on such Securities or by any Holder of such Securities; and


 


(8)           
the Trustee shall not be liable for any action taken, suffered or omitted 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.


 






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Section 6.4  Not Responsible for Recitals
or Issuance of Securities.


 


The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor
any Security Registrar, Paying Agent or 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. Neither the Trustee nor any Security Registrar, Paying Agent
or Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


Section 6.5  May Hold Securities
and Act as Trustee under Other Indentures.


 


The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar 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 Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Subject to the limitations imposed by the Trust
Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as trustee under other indentures under which
other securities, or certificates of interest of participation in other securities, of the Company are outstanding in the same manner
as if it were not Trustee hereunder.


 


Section 6.6  Money Held in Trust.


 


Subject to the provisions of Sections 10.3
and 13.5, all moneys received by the Trustee shall, until used or applied, as provided herein, be held in trust for the purposes
for which they were received. 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
in writing with the Company. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys
shall be paid by the Company from time to time upon a Company Order.


 


Section 6.7  Compensation and Reimbursement.


 


The Company shall pay to the Trustee from time
to time such reasonable compensation for its services as the Company and the Trustee may agree in writing from time to time. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee
upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred by it in connection with the performance of
its duties under this Indenture, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct
or bad faith. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify the Trustee for, and
hold it harmless against, any and all loss, liability, damage, claim or expense (including attorneys’ fees and expenses, and including
taxes other than taxes based upon, measured by or determined by the income of the Trustee), including without limitation the costs and
expenses of defending itself against any third-party claim (whether asserted by any Holder or any other Person (other than the Company
to the extent of any claim brought by it against the Trustee that establishes a breach by the Trustee in the observance or performance
of its duties under this Indenture)), incurred by it without negligence, willful misconduct or bad faith arising out of or in connection
with its acceptance or administration of the trust or trusts hereunder, including the performance of its duties or the exercise of its
powers hereunder. With respect to any such claim other than a claim brought by the Company, (i) the Trustee shall notify the Company
promptly of any claim for which it may seek indemnity, (ii) the Company may at its option defend the claim, in which event the Trustee
shall cooperate in the defense and the Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel and (iii) the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably
withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee.


 



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To secure the Company’s payment obligations
in this Section 6.7, the Trustee shall have a lien prior to the Securities of any series on all money or property held or
collected by the Trustee, except that held in trust to pay principal of and interest on, or any Additional Amounts with respect to, particular
Securities of that series.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 5.1(5) or (6) occurs, the expenses and the compensation for
the services are intended to constitute expenses of administration under any Bankruptcy Law.


 


The provisions of this Section 6.7
and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge of the Company’s obligations
under this Indenture and the termination of this Indenture.


 


Section 6.8  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 conflicting interest or resign, to the
extent and in the manner and with the effect provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being
a trustee under this Indenture with respect to Securities of more than one series or any other indenture.


 


Section 6.9  Eligibility; Disqualification.


 


There shall at all times be one (and only one)
Trustee hereunder with respect to the Securities of each series (which need not be the same Trustee for all series). A Trustee may be
Trustee hereunder for Securities of one or more series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture
Act to act as such and has (or if the Trustee is a member of a bank holding company system, its bank holding company has) a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by federal or state (or the District of Columbia) authority.
If any such Person or bank holding company publishes reports of condition at least annually, pursuant to law or to the requirements of
its supervising or examining authority, then for the purposes of this Section 6.9 and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such Person or bank holding company 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 with respect to the Securities of
any series shall cease to be eligible in accordance with the provisions of this Section 6.9, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article 6.


 


The Indenture shall always have a Trustee who satisfies
the requirements of Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the Trust Indenture Act.


 


Section 6.10  Resignation and Removal;
Appointment of Successor.


 


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 6.11.


 


The Trustee may resign at any time with respect
to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11
shall not have been delivered to the removed Trustee within 30 days after the receipt of such notice of removal, the removed Trustee
may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 






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If at any time:


 


(1)          
the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder 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 6.9 and shall fail to resign after written request therefor by
the Company or by any such Holder, or


 


(3)           
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee
with respect to all Securities, or (B) subject to Section 5.14, any Holder 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.


 


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 a Board Resolution shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and such
successor Trustee or Trustees shall comply with the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, 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 and accepted appointment in the manner required by Section 6.11,
the retiring Trustee may petition, or any Holder who has been a bona fide Holder of a Security of such series for at least six months
may petition, on behalf of himself and all others similarly situated, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


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 to all Holders of Securities of such series in the manner provided in Section 1.7. Each notice
shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.


 


Section 6.11  Acceptance of Appointment
by Successor.


 


In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company
and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of 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.


 






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


 


Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 


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 6.


 


Section 6.12  Merger, Conversion,
Consolidation or Succession to Business.


 


Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to or acquiring all or substantially all the corporate trust business of the
Trustee (including the administration of the trust created by this Indenture), 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, or by succession to or acquisition of all or substantially all
of the corporate trust business of, such successor 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.


 


Section 6.13  Preferential Collection
of Claims Against Company.


 


If and when the Trustee shall be or become a creditor
of the Company (or any other obligor upon the Securities) as provided in the Trust Indenture Act, the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).


 


Section 6.14  Appointment of Authenticating
Agent.


 


The Trustee may appoint an Authenticating Agent
or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6,
and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities
by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and, except as other specified as contemplated by Section 3.1,
shall at all times be a bank or trust company or corporation organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating
Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or State (or the District of Columbia) authority. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section 6.14.


 






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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 or acquiring 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 6.14, without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.


 


An Authenticating Agent for any series of Securities
may resign at any time by giving written notice thereof to the Trustee for such series 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 thereof to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.7
to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 6.14.


 


The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section 6.14, and the Trustee shall be entitled
to be reimbursed for such payments, subject to the provisions of Section 6.7.


 


If an appointment with respect to one or more series
is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in lieu of the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following form:


 


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


 


	 	 
	 	[TRUSTEE], as Trustee
	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






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Notwithstanding any provision of this Section 6.14
to the contrary, if at any time any Authenticating Agent appointed hereunder with respect to any series of Securities shall not also be
acting as the Security Registrar hereunder with respect to any series of Securities, then, in addition to all other duties of an Authenticating
Agent hereunder, such Authenticating Agent shall also be obligated: (i) to furnish to the Security Registrar promptly all information
necessary to enable the Security Registrar to maintain at all times an accurate and current Security Register; and (ii) prior to
authenticating any Security denominated in a foreign currency, to ascertain from the Company the units of such foreign currency that are
required to be determined by the Company pursuant to Section 3.2.


 


ARTICLE 7


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


Section 7.1  Company to Furnish Trustee
Names and Addresses of Holders.


 


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


 


(1)          
not later than 15 days after the Regular Record Date for each respective series of Securities, or if there is no Regular Record
Date for such series of Securities, semi-annually on January 1 and July 1, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of each series as of such date, as the case may be, and


 


(2)          
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided that no
such list need be furnished by the Company to the Trustee so long as the Trustee is acting as Security Registrar.


 


Section 7.2  Preservation of Information;
Communications to Holders.


 


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 7.1 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 7.1 upon receipt of a new list so furnished.


 


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 privileges of the
Trustee, shall be as provided by the Trust Indenture Act.


 


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 agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.


 


Section 7.3  Reports by Trustee.


 


The Trustee shall transmit to Holders and any other
required Persons such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.


 


As promptly as practicable after each January 1
beginning with the January 1 following the date of this Indenture, and in any event prior to March 1 in each year, the Trustee
shall mail to each Holder a brief report dated as of December 31 of the prior year if and to the extent required by Section 313(a) of
the Trust Indenture Act. The Trustee shall also comply with Section 313(b) of the Trust Indenture Act.


 


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


 






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Section 7.4  Reports by Company.


 


The Company shall file with the Trustee and the
Commission, and transmit to Holders and any other required Persons within 30 days after the filing with the Trustee, such information,
documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 30 days
after the same is so required to be filed with the Commission.


 


ARTICLE 8


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


 


Section 8.1  Company May Consolidate, etc.,
Only on Certain Terms.


 


The Company may not merge or consolidate with or
into any other Person, in a transaction in which it is not the surviving Person, or sell, convey, transfer, lease or otherwise dispose
of all or substantially all of its assets to any Person, unless (i) the surviving or transferee Person is organized and existing
under the laws of the United States or a State thereof or the District of Columbia and such Person expressly assumes by supplemental indenture
all the obligations of the Company under the Securities and under this Indenture, (ii) immediately thereafter, giving effect to such
merger or consolidation, or such sale, conveyance, transfer or other disposition, no default or Event of Default shall have occurred and
be continuing and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
each stating that such merger, consolidation, sale, conveyance, transfer, lease or other disposition complies with this Article 8
and that all conditions precedent herein provided for relating to such transaction have been complied with.


 


Section 8.2  Successor Substituted.


 


Upon any consolidation of the Company with, or
merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets
of the Company in accordance with Section 8.1, the successor Person formed by such consolidation or into which the Company
is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture
and the Securities.


 


ARTICLE 9


 


SUPPLEMENTAL INDENTURES


 


Section 9.1  Supplemental Indentures
Without Consent of Holders.


 


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


 


(1)           
to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor
of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or


 


(2)          
to add to the covenants of the Company for the benefit of the Holders of any one or more 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), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series
of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender
any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with
the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or


 






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(3)           
to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series); or


 


(4)          
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate
the issuance of Securities in global form or uncertificated form; or


 


(5)          
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created
prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of
any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then
Outstanding; or


 


(6)          
to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or


 


(7)     
      to establish the form or terms of Securities of any series as permitted by Sections 2.1
and 3.1; or


 


(8)          
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or


 


(9)    
       to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any
prospectus pursuant to which Securities of any series were offered; or


 


(10)       
  to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not
adversely affect the rights of any Holder of Securities of any series; or


 


(11)         to make any change that does not adversely affect the rights of any Holder; or


 


(12)         If applicable, make provisions with respect to the conversion rights of Holders of Securities pursuant to Section 15.1;
or


 


(13)         If applicable, reduce the Conversion Price; provided, however, that such reduction in the Coversion Price shall not adversely affect
the interest of the Holders of Securities (after taking into account tax and other consequences of such reduction).


 


Section 9.2  Supplemental Indentures
with Consent of Holders.


 


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


 






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(1)          
change the Stated Maturity of the principal of or any installment of principal of, or the date fixed for payment of interest on
or any sinking fund payment with respect to, any Security, or reduce the principal amount thereof or the rate of interest thereon, any
Additional Amounts with respect thereto or any premium payable upon the redemption thereof, or change any obligation of the Company to
pay Additional Amounts (except as contemplated by Section 8.1 and permitted by clause (1) of Section 9.1),
or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the
coin or currency or currencies (including composite currencies) in which any Security or any premium or interest thereon or Additional
Amounts with respect thereto 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 modify the provisions of this Indenture with
respect to the subordination of a Security in a manner adverse to the holder thereof, or


 


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


 


(3)          
modify any of the provisions of this Section, Section 15.12 or Section 15.14, if applicable, except to
increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental
indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities
of such series (which provision may be made pursuant to Section 3.1 without the consent of any Holder) 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 with respect to changes
in the references to “the Trustee” and concomitant changes in this Section and Section 15.12, if applicable,
or the deletion of this proviso, in accordance with the requirements of Section 6.11 and 9.1(8), or


 


(4)          
if applicable, modify the provisions in Article 14 relating to the subordination provisions of the Securities in a
manner adverse to the Holders of Securities; or


 


(5)          
if applicable, except as permitted by Section 15.12, adversely affect the right to convert any Security as provided
in Article 15.


 


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


 


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.


 


Section 9.3  Execution of Supplemental
Indentures.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying
upon, 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 which affects the Trustee’s own rights, duties,
immunities or liabilities under this Indenture or otherwise.


 






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Section 9.4 Effect of Supplemental
Indentures.


 


Upon the execution of any supplemental indenture
under this Article 9, 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; provided that if such supplemental indenture makes any of the changes described in clauses (1) through
(3) of the first proviso to Section 9.2, such supplemental indenture shall bind each Holder of a Security who
has consented to it and every subsequent Holder of such Security or any part thereof.


 


Section 9.5 Conformity with Trust
Indenture Act.


 


Every supplemental indenture executed pursuant
to this Article 9 shall conform to the requirements of the Trust Indenture Act.


 


Section 9.6  Reference in Securities
to Supplemental Indentures.


 


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article 9 may, and shall if required by the Trustee, bear
a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such
series.


 


ARTICLE 10


 


COVENANTS


 


Section 10.1  Payment of Principal,
Premium 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 any premium and interest on, and
any Additional Amounts with respect to, the Securities of that series in accordance with the terms of the Securities and this Indenture.


 


Section 10.2  Maintenance of Office
or Agency.


 


The Company will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities
of that series may be surrendered for registration of transfer or exchange 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 any such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. Unless otherwise provided in a supplemental indenture or pursuant to Section 3.1 hereof,
the Place of Payment for any series of Securities shall be the Corporate Trust Office of the Trustee.


 


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


 






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Section 10.3  Money for Securities
Payments to be Held in Trust.


 


If the Company, any Subsidiary or any of their
respective Affiliates shall at any time act as Paying Agent with respect to any series of Securities, such Paying Agent will, on or before
each due date of the principal of or any premium or interest on, or any Additional Amounts with respect to, any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium
and interest, or any Additional Amounts, 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 prior to each due date of the principal of or any premium or interest on, or Additional
Amounts with respect to, any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.


 


The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 10.3, that such Paying Agent will (1) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities
of that series.


 


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture, or with respect to one or more series of Securities, or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same 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
money.


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on, or any Additional Amounts
with respect to, any Security of any series and remaining unclaimed for a period ending on the earlier of the date that is ten Business
Days prior to the date such money would escheat to the State or two years after such principal, premium or interest or Additional Amount
has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from
such trust; and 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 trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in an Authorized Newspaper in The Borough of Manhattan, The City of New York
and in such other Authorized Newspapers as the Trustee shall deem appropriate, notice that such money remains unclaimed and that, after
a date specified herein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money
then remaining will, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law,
be repaid to the Company.


 


Section 10.4  Statement by Officers
as to Default.


 


At any time at which there are Outstanding Securities
of any series issued under this Indenture, the Company will deliver to the Trustee, within 120 days after the end of each fiscal
year of the Company ending after the date hereof, an Officers’ Certificate complying with Section 314(a)(4) of
the Trust Indenture Act and stating that a review of the activities of the Company during such year and of performance under this Indenture
has been made under the supervision of the signers thereof and stating whether or not to the best knowledge of the signers thereof, based
upon such review, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying
all such defaults and the nature and status thereof of which they may have knowledge. One of the officers signing the Officers’
Certificate delivered pursuant to this Section 10.4 shall be the principal executive, financial or accounting officer of the
Company.


 






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Section 10.5  Existence.


 


Subject to Article 8, the Company will
do or cause to be done all things necessary to preserve and keep in full force and effect its existence.


 


Section 10.6  All Securities to be
Equally and Ratably Secured.


 


Unless specified otherwise by the Company pursuant
to Section 3.1 with respect to any series, the Company will not itself secure Securities of any one or more series with any
Mortgage, without effectively providing that the Securities of every other series shall be secured equally and ratably by such Mortgage.


 


Section 10.7  Maintenance of Properties.


 


The Company will cause all properties used or useful
in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as, and to the extent,
in the judgment of the Company may be necessary or appropriate in connection with its business; provided, however, that nothing in this
Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance
is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the Holders.


 


Section 10.8  Payment of Taxes and
Other Claims.


 


The Company will pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed
upon the Company or upon the income, profits or property of the Company, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Company; provided, however, that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim (i) whose amount, applicability or
validity is being contested in good faith by appropriate proceedings or (ii) if the failure to pay or discharge would not have a
material adverse effect on the assets, business, operations, properties or financial condition of the Company and its Subsidiaries, taken
as a whole.


 


Section 10.9  Waiver of Certain Covenants.


 


Except as otherwise specified as contemplated by
Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Sections 3.1(22),
8.1, 9.1(2), 10.4, 10.5, 10.6, 10.7 or 10.8 for the benefit of the Holders of such series if
before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision
or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.


 


Section 10.10  Additional Amounts.


 


If the Securities of a series expressly provide
for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of, or premium (if any)
or interest on any Security of any series or the net proceeds received from the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 10.10 to the extent that,
in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 10.10
and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not made.


 






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If the Securities of a series provide for the payment
of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if
the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish the Trustee and the
Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any
tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then
such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders
of Securities and the Company will pay to such Paying Agent the Additional Amounts required by this Section 10.10. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against any loss, liability or expense reasonably
incurred without negligence, willful misconduct or bad faith on their part arising out of or in connection with actions taken or omitted
by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.10.


 


ARTICLE 11


 


REDEMPTION OF SECURITIES


 


Section 11.1  Applicability of Article.


 


Securities of any series that are redeemable in
whole or in part before their Stated Maturity shall be redeemable at the option of the Company in accordance with their terms and (except
as otherwise specified as contemplated by Section 3.1 for such Securities) in accordance with this Article 11.


 


Section 11.2  Election to Redeem;
Notice to Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such Securities.
In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities
of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities
(i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture
or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.


 


Section 11.3  Selection by Trustee
of Securities to Be Redeemed.


 


If less than all the Securities of any series are
to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, on a pro-rata basis, or in the
Trustee’s discretion, by lot, or by such other method as the Trustee shall deem fair and appropriate, provided that the unredeemed
portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.


 


If any Security selected for partial redemption
is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption.


 






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


 


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


 


Section 11.4  Notice of Redemption.


 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not fewer than 30 nor more than 90 days prior to the Redemption Date, unless a shorter period is specified
in the Securities to be redeemed, to each Holder of Securities to be redeemed, at its address appearing in the Security Register.


 


All notices of redemption shall state:


 


(1)             
the Redemption Date,


 


(2)             
the Redemption Price (including accrued interest, if any, to be paid),


 


(3)             
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and,
if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,


 


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


 


(5)             
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,


 


(6)             
the place or places where each such Security is to be surrendered for payment of the Redemption Price,


 


(7)             
if applicable, the conversion price, the date on which the right to convert the principal of the Securities or the portions thereof
to be redeemed will terminate, and the place or places where such Securities may be surrendered for conversion,


 


(8)             
that the redemption is for a sinking fund, if such is the case, and


 


(9)             
the CUSIP number or numbers and/or common codes of the Security being redeemed.


 


Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company, provided that the Company shall have prepared and provided to the Trustee the form of such notice, or, if acceptable
to the Trustee, provided sufficient information to enable the Trustee to prepare such notice, in each case on a timely basis.


 


Section 11.5  Deposit of Redemption
Price.


 


On or prior to 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 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.


 






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If any Security called for redemption is converted,
any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of such Security shall
(subject to any right of any Holder of such Security to receive interest thereon) be paid to the Company on Company Request, or if then
held by the Company, shall be discharged from such trust.


 


Section 11.6  Securities Payable on
Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) 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 (and any Additional Amounts) to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will 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 3.7.


 


If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security or, in the case of Original Issue Discount Securities, the Securities’ Yield to
Maturity.


 


Section 11.7  Securities Redeemed
in Part.


 


Any Security which is to be redeemed only in part
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 its attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity 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.


 


Unless otherwise specified as contemplated by Section 3.1,
the Company and any Affiliate of the Company may at any time purchase or otherwise acquire Securities in the open market or by private
agreement. Such acquisition shall not operate as or be deemed for any purpose to be a redemption of the indebtedness represented by such
Securities. Any Securities purchased or acquired by the Company may be delivered to the Trustee and, upon such delivery, the indebtedness
represented thereby shall be deemed to be satisfied. Section 3.9 shall apply to all Securities so delivered.


 


ARTICLE 12


 


SINKING FUNDS


 


Section 12.1  Applicability of Article.


 


The provisions of this Article 12 shall
be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.1
for such Securities.


 


The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment,” and any payment
in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund
payment.” Unless otherwise provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities as provided
for by the terms of such Securities.


 






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Section 12.2  Satisfaction of Sinking
Fund Payments with Securities.


 


The Company (1) may deliver Outstanding Securities
of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment
with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided
for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities
to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities
so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 


Section 12.3  Redemption of Securities
for Sinking Fund.


 


Not fewer than 45 days prior (unless a shorter
period shall be satisfactory to the Trustee) to each sinking fund payment date for any Securities, the Company will deliver to the Trustee
an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms
of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is
to be satisfied by delivering and crediting Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities
to be so delivered. Not fewer than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6
and 11.7.


 


ARTICLE 13


 


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.1  Company’s Option
to Effect Defeasance or Covenant Defeasance.


 


The Company may elect, at its option at any time,
to have Sections 13.2 or Section 13.3 applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 3.1 as being defeasible pursuant to such Section 13.2 or 13.3, in accordance
with any applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below
in this Article 13. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.1 for such Securities.


 


Section 13.2  Defeasance and Discharge.


 


Upon the Company’s exercise of its option
(if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed
to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 13.4 are satisfied (hereinafter called “Defeasance”). For this purpose,
such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities
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), subject to the following which shall
survive until otherwise terminated or discharged hereunder:


 


(1)             
the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.4 and as more
fully set forth in such Section, payments in respect of the principal of and any premium and interest on, or any Additional Amounts with
respect to, such Securities when payments are due,


 


(2)             
the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3,


 






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(3)             
the rights, powers, trusts, duties and immunities of the Trustee hereunder, and


 


(4)             
this Article 13.


 


Subject to compliance with this Article 13, the Company
may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option
(if any) to have Section 13.3 applied to such Securities.


 


Section 13.3  Covenant Defeasance.


 


Upon the Company’s exercise of its option
(if any) to have this Section 13.3 applied to any Securities or any series of Securities, as the case may be,


 


(1)             
the Company shall be released from its obligations under Sections 8.1, 10.4, 10.5. 10.6, 10.7
or 10.8 and any covenants provided pursuant to Sections 3.1(22) or 9.1(2) for the benefit of the Holders
of such Securities and


 


(2)             
the occurrence of any event specified in Section 5.1(4) (with respect to any of Sections 8.1, 10.4
through 10.8, inclusive, Section 15.12, if applicable, and any such covenants provided pursuant to Sections 3.1(22),
9.1(2) or 9.1(7)) and the occurrence of any other Event of Default specified pursuant to Section 3.1 or
Section 9.1(3) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities
or any series of Securities as provided in this Section 13.3 on and after the date the conditions set forth in Section 13.4
are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with
respect to such 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 specified Section or such other covenant (to the extent so specified in the case of Section 5.1(4) (with
respect to any of Sections 8.1, 10.4, through 10.8, inclusive, Section 15.12, if applicable, and
any such covenants provided pursuant to Sections 3.1(22), 9.1(2) or 9.1(7)) and the occurrence of any Event
of Default specified pursuant to Section 3.1 or Section 9.1(3)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or such other covenant or by reason of any reference in any such Section or such
other covenant to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.


 


Section 13.4  Conditions to Defeasance
or Covenant Defeasance.


 


The following shall be the conditions to the application
of Section 13.2 or Section 13.3 to any Securities or any series of Securities, as the case may be:


 


(1)             
The Company shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 6.9 and agrees to comply with the provisions of this Article 13 applicable
to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities,


 


(A)           in the case of Securities of a series denominated in currency of the United States of America,


 


(i)               cash in currency of the United States of America in an amount, or


 


(ii)              U.S. Government Obligations 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, an amount in cash, or


 


(iii)              a combination thereof, or


 






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(B)           
in the case of Securities of a series denominated in currency other than that of the United States of America,


 


(i)               cash in the currency in which such series of Securities is denominated in an amount, or


 


(ii)              Foreign Government Obligations 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, an amount in cash, or


 


(iii)             a combination thereof,


 


in each case 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 any such other qualifying trustee) to pay and discharge, the principal of and any premium and
interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities.


 


(2)             
For Securities denominated in United States dollars, in the event of an election to have Section 13.2 apply to any
Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that


 


(A)           
the Company has received from, or there has been published by, the Internal Revenue Service a ruling or


 


(B)           
since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case clause (A) or
(B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case
if such deposit, Defeasance and discharge were not to occur.


 


(3)             
For Securities denominated in United States dollars, in the event of an election to have Section 13.3 apply to any
Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit
and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.


 


(4)             
Such Defeasance or Covenant Defeasance shall not cause such Securities nor any other Securities of the same series, if then listed
on any securities exchange, to be delisted.


 


(5)             
No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or
any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in
Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such 90th day).


 


(6)             
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of such Act).


 



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(7)             
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.

 


(8)             
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.


 


(9)             
The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


Section 13.5  Deposited Money, U.
S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money, U.S. Government Obligations and Foreign Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 13.5 and Section 13.6,
the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4
in respect of any 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 such 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
any premium and interest, but money so held in trust 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 U.S. Government Obligations
or Foreign Government Obligations deposited pursuant to Section 13.4 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 Outstanding Securities. Anything in this
Article 13 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money, U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 13.4 with
respect to any Securities 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
the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.


 


Section 13.6  Reinstatement.


 


If the Trustee or the Paying Agent is unable to
apply any money in accordance with this Article 13 with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture
and such Securities from which the Company has been discharged or released pursuant to Section 13.2 or 13.3 shall be
revived and reinstated as though no deposit had occurred pursuant to this Article 13 with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.5 with respect
to such Securities in accordance with this Article 13; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to
the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


ARTICLE 14


 


SUBORDINATION


 


Section 14.1  Securities Subordinated
to Senior Indebtedness.


 


The Company and each Holder of a Security, by his
acceptance thereof, agree that (a) the payment of the principal of, premium (if any) and interest on and any Additional Amounts with
respect to each and all the Securities and (b) any other payment in respect of the Securities, including on account of the acquisition
or redemption of Securities by the Company, is subordinated, to the extent and in the manner provided in such Security or in the supplemental
indenture pursuant to which such Security is issued, to the prior payment in full of all Senior Indebtedness specified in such Security
or in such supplemental indenture.


 






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Such subordination provisions shall constitute
a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, any of such Senior Indebtedness,
and such provisions are made for the benefit of the holders of such Senior Indebtedness and any one or more of them may enforce such provisions.


 


In the event that the Company shall default in
the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness of the Company when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, upon written notice of such default
to the Company by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived
or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or
agreed to be made on account of the principal of or interest on any of the Securities, or in respect of any redemption, retirement, purchase
or other acquisition of any of the Securities.


 


In the event of


 


(1)             
any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating
to the Company, its creditors or its property,


 


(2)             
any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings,


 


(3)             
any assignment by the Company for the benefit of creditors, or


 


(4)             
any other marshalling of the assets of the Company,


 


all Senior Indebtedness of the Company (including any interest thereon
accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether
in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization
or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to
the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness of the Company at the time outstanding and to
any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or delivered directly to
the holders of Senior Indebtedness of the Company in accordance with the priorities then existing among such holders until all Senior
Indebtedness of the Company (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid
in full.


 


In the event that, notwithstanding the foregoing,
any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of
the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which are subordinate, at
least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment
of all Senior Indebtedness of the Company at the time outstanding and to any securities issued in respect thereof under any such plan
or reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof such payment
or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the
holders of the Senior Indebtedness of the Company at the time outstanding in accordance with the priorities then existing among such holders
for application to the payment of all Senior Indebtedness of the Company remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness of the Company in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution
or security, each holder of Senior Indebtedness of the Company is hereby irrevocably authorized to endorse or assign the same.


 






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No present or future holder of any Senior Indebtedness
of the Company shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or
failure to act on the part of the Company.


 


Senior Indebtedness of the Company shall not be
deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount
of such Senior Indebtedness of the Company then outstanding. Upon the payment in full of all Senior Indebtedness of the Company, the Holders
of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness of the Company to receive any further
payments or distributions applicable to the Senior Indebtedness of the Company until the indebtedness evidenced by the Securities of such
series shall have been paid in full, and such payments or distributions received by such Holders, by reason of such subrogation, of cash,
securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness of the Company, shall,
as between the Company and its creditors other than the holders of Senior Indebtedness of the Company, on the one hand, and such Holders,
on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness of the Company, and not on account of the
Securities of such series.


 


The Trustee and Holders will take such action (including,
without limitation, the delivery of this Indenture to an agent for the holders of Senior Indebtedness of the Company or consent to the
filing of a financing statement with respect thereto) as may, in the opinion of counsel designated by the holders of a majority in principal
amount of the Senior Indebtedness of the Company at the time outstanding, be necessary or appropriate to assure the effectiveness of the
subordination effected by these provisions.


 


Section 14.2  Right of Trustee to
Hold Senior Indebtedness.


 


The Trustee in its individual capacity shall be
entitled to all of the rights set forth in this Article 14 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.


 


Section 14.3  Subordination Not to
Prevent Events of Default.


 


The failure to make a payment on account of principal
of, premium (if any) or interest on the Securities by reason of any subordination provision for the benefit of holders of Senior Indebtedness
shall not be construed as preventing the occurrence of a Default or an Event of Default under Section 5.1 or in any way prevent
the Holders of the Securities from exercising any right hereunder other than the right to receive payment on the Securities.


 


Section 14.4  No Fiduciary Duty of
Trustee to Holders of Senior Indebtedness.


 


Upon any payment or distribution of assets of the
Company referred to in this Article 14, the Trustee and the Holders shall be entitled to rely on an order or decree made by
any court of competent jurisdiction in which such dissolution or winding up or liquidation or reorganization or arrangement proceedings
are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other person making
such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14. In the absence
of any such bankruptcy trustee, receiver, assignee or other person, the Trustee shall be entitled to rely upon a written notice by a Person
representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such Holder) as
evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). 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
of the Company to participate in any payments or distributions pursuant to this Article 14, the Trustee may request such person
to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Company held by such
person, as to the extent to which such person is entitled to participate in such payment or distribution, and as to other facts pertinent
to the rights of such person under this Article 14, and if such evidence is not furnished, the Trustee may offer any payment
to such person pending judicial determination as to the right of such person to receive such payment.


 






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The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct or negligence)
if it shall in good faith mistakenly pay over or distribute to the Holders of the Securities or the Company or any other Person, cash,
property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 14 or otherwise.
Nothing in this Section 14.4 shall affect the obligation of any other such Person to hold such payment for the benefit of,
and to pay such payment over to, the holders of Senior Indebtedness or their representative.


 


Section 14.5  Payment Permitted if
No Default.


 


Nothing contained in this Article 14
or elsewhere in this Indenture, or in any of the Securities, shall prevent (1) the Company, at any time except during the pendency
of any dissolution, winding up, liquidation or reorganization proceedings referred to in, or under the conditions described in, Section 14.1,
from making payments at any time of the principal of or interest on the Securities or (2) the application by the Trustee or any Paying
Agent of any monies deposited with it hereunder to payments of the principal of or interest on the Securities, if, at the time of such
deposit, the Trustee or such Paying Agent, as the case may be, did not have the written notice provided for in this Section 14.5
of any event prohibiting the making of such deposit, or if, at the time of such deposit (whether or not in trust) by the Company with
the Trustee or any Paying Agent (other than the Company) such payment would not have been prohibited by the provisions of this Article,
and the Trustee or any Paying Agent shall not be affected by any notice to the contrary received by it on or after such date.


 


Anything in this Article 14 or elsewhere
in this Indenture contained to the contrary notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence
of any facts which would prohibit the making of any payment of monies to or by the Trustee and shall be entitled conclusively to assume
that no such facts exist and that no event specified in Section 14.1 has happened, until the Trustee shall have received an
Officer’s Certificate of the Company to that effect or notice in writing to that effect signed by or on behalf of the holder or
holders, or their representatives, of Senior Indebtedness of the Company, as the case may be, who shall have been certified by the Company
or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee
under any indenture pursuant to which such Senior Indebtedness of the Company shall be outstanding; provided that, if prior to the third
Business Day preceding the date upon which by the terms hereof any monies become payable (including, without limitation, the payment of
either the principal of or interest on any security, or in the event of the execution of an instrument pursuant to Section 4.1
acknowledging satisfaction and discharge of this Indenture, then if prior to the second Business Day preceding the date of such execution,
the Trustee or any Paying Agent shall not have received with respect to such monies the Officers’ Certificate or notice provided
for in this Section 14.5, then, anything herein contained to the contrary notwithstanding, the Trustee or such Paying Agent
shall have full power and authority to receive such monies and apply the same to the purpose for which they were received and shall not
be affected by any notice to the contrary which may be received by it on or after such date. The Company shall give prompt written notice
to the Trustee and to the Paying Agent of any facts which would prohibit the payment of monies to or by the Trustee or any Paying Agent.


 


Section 14.6  Article Applicable
to Paying Agent.


 


In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this
Article 14 shall in such case (unless the context shall otherwise require) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article 14
in addition to or in place of the Trustee; provided, however, that this Section 14.6 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 






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ARTICLE 15


 


CONVERSION


 


Section 15.1  Conversion Right and
Conversion Price.


 


If so provided in a Board Resolution, Supplemental
Indenture or Officers Certificate pursuant to Section 3.1, a holder of a Security may convert it into Common Stock, Preferred
Stock or such other security of the Company at any time before the close of business on the date specified in the Board Resolution or
Officers Certificate. If the Security is called for redemption, the holder may convert it at any time before the close of business on
the Business Day prior to the redemption date. The initial conversion prices shall be stated in the Board Resolution or Officers Certificate,
subject to adjustment in certain events. In certain circumstances the right to convert a Security into Common Stock or such other security
may be changed into a right to convert it into securities, cash or other assets of the Company or another.


 


A Holder may convert a portion of a Security if
the portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Security also apply
to conversion of a portion of it.


 


Section 15.2  Conversion Procedure.


 


To convert a Security, a Holder must (1) complete
and sign the conversion notice on the back of the Security, (2) surrender the Security to the Trustee, (3) furnish appropriate
endorsements and transfer documents if required by the Trustee, (4) pay any transfer or similar tax if required, and (5) provide
funds, if applicable, required pursuant to the next paragraph. The date on which the Holder satisfies all such requirements is the conversion
date. As soon as practicable, the Company shall deliver, or shall cause the Trustee to deliver, upon the order of the Holder, a certificate
for the number of full shares of Common Stock or such other security issuable upon the conversion and a check for any fractional share.
The Persons in whose name the certificate is registered shall be treated as a stockholder of record on and after the conversion date.


 


Any Security surrendered for conversion during
the period from the close of business on the record date for any interest payment date to the close of business on the Business Day next
preceding the following interest payment date shall (unless such Security or portion thereof shall have been called for redemption on
a date fixed for redemption which occurs during the period beginning at the close of business on such record date and ending at the opening
of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business
Day, the second such Business Day) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Company,
of an amount equal to the interest otherwise payable on such interest payment date on the Principal amount being converted; provided,
however, that no such payment need be made if there shall exist at the conversion date a Default in the payment of interest on the Securities.
Notwithstanding Section 3.1, if a holder has paid an amount equal to the interest otherwise payable in accordance with the
preceding sentence and the Company thereafter defaults in the payment of interest on such interest payment date, such Defaulted Interest,
together with interest thereon shall be paid to the Person who made such required payment no later than the payment date set in accordance
with Section 11.1. Except as provided above in this Section 15.2, no payment or other adjustment shall be made
for interest accrued on any Security converted or for dividends on any securities issued on conversion of the Security.


 


Except as provided in the immediately preceding
paragraph, the Company’s delivery of the fixed number of shares of Common Stock, Preferred Stock or such other security into which
a Security is convertible will be deemed to satisfy the Company’s obligation to pay the Principal amount of the Security and all
accrued interest (and original issue discount) that has not previously been (or is not simultaneously being) paid. The Common Stock or
such other security is treated as issued first in payment of accrued interest (and original issue discount) and then in payment of Principal.
Thus, accrued interest (and original issue discount) are treated as paid rather than canceled.


 


If a Holder converts more than one Security at
the same time, the number of full shares issuable and payment pursuant to Section 15.3 upon the conversion shall be based
on the total Principal amount of the Securities converted.


 






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Upon surrender of a Security that is converted
in part, the Trustee shall authenticate for the Holder a new Security equal in Principal amount to the unconverted Principal amount of
the Security surrendered.


 


Section 15.3  Fractional Shares.


 


The Company shall not issue a fractional share
of Common Stock or fractional interest or of such other security upon conversion of a Security. Instead, the Company shall deliver a check
for an amount equal to the current market value of the fractional share. The current market value of a fraction of a share shall be determined
as follows: Multiply the current market price of a full share by the fraction. Round the result to the nearest cent.


 


The current market price of a share of Common Stock
for purposes of this Section 15.3 shall be the Quoted Price of the Common Stock on the last trading day prior to the conversion
date. In the absence of such a quotation, the Board shall determine the current market price in good faith on the basis of such information
as it considers reasonably appropriate.


 


Section 15.4  Taxes on Conversion.


 


If a Holder of a Security converts it, the Company
shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock or such other security upon
the conversion. However, the Holder shall pay any withholding tax or any such tax that is due because the shares are issued in a name
other than the Holder’s name.


 


Section 15.5  Company to Reserve Securities.


 


The Company shall at all times reserve out of its
authorized but unissued Common Stock or its Common Stock held in treasury enough shares of Common Stock to permit the conversion of the
Securities, if such Securities are convertible into Common Stock. If such Securities are convertible into other securities of the Company,
the Company shall at all times maintain sufficient amounts of authorized but unissued amounts of such securities to permit the conversion
of the Securities.


 


All shares of Common Stock or other securities
issued upon conversion of the Securities shall be fully paid and non-assessable and free of any preemptive or other similar rights.


 


The Company shall endeavor to comply with all securities
laws regulating the offer and delivery of shares of Common Stock or other securities upon conversion of Securities and shall endeavor
to list such Common Stock on each national securities exchange on which the Common Stock is listed.


 


Section 15.6  Adjustment for Change
in Capital Stock.


 


If the Company:


 


(1)             
pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock;


 


(2)             
subdivides its outstanding shares of Common Stock into a greater number of shares;


 


(3)             
combines its outstanding shares of Common Stock into a smaller number of shares; or


 


(4)             
takes such other action as shall be specified by Board Resolution, Supplemental Indenture or Officer’s Certificate; then
the conversion privilege and the conversion price in effect immediately prior to such action shall be proportionately adjusted so that
the Holder of a Security thereafter converted may receive the aggregate number and kind of shares of Capital Stock of the Company that
the Holder would have owned immediately following such action if the Security had converted immediately prior to such action.


 






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Each adjustment contemplated by this Section 15.6
shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination or reclassification.


 


If after an adjustment a Holder of a Security upon
conversion of it may receive shares of two or more classes of Capital Stock of the Company, the Board, acting in good faith, shall determine
the allocation of the adjusted conversion price among the classes of Capital Stock.


 


After such allocation, the conversion privilege
and the conversion price of each class of Capital Stock shall thereafter be subject to adjustment on terms comparable to those applicable
to Common Stock in this Article. The term “Common Stock” shall thereafter apply to each class of Capital Stock and the Company
shall enter into such supplemental Indenture, if any, as may be necessary to reflect such conversion privilege and conversion price.


 


The adjustment contemplated by this Section 15.6
shall be made successively whenever any of the events listed above shall occur.


 


Section 15.7  When De Minimis Adjustment
May Be Deferred.


 


No
adjustment in the conversion price need be made unless the adjustment would require an increase or decrease of at least 1% in the conversion
price. All calculations under this Article shall be made to the nearest cent or to the nearest 1/100th of
a share, as the case may be. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.


 


Section 15.8  When No Adjustment Required.


 


No adjustment need be made for a transaction referred
to in Section 15.6 if Securityholders are permitted to participate in the transaction on a basis and with notice that the
Board determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock are permitted to participate
in the transaction.


 


No adjustments need be made for rights to purchase
Common Stock pursuant to a Company plan for reinvestment of dividends or interest.


 


No adjustment need be made for a change in the
par value or no par value of the Common Stock.


 


To the extent the Securities become convertible
into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.


 


Section 15.9  Notice of Adjustment.


 


Whenever the conversion price is adjusted, the
Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee a certificate from
the Company’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it.
The certificate shall be conclusive evidence that the adjustment is correct, absent mathematical error.


 


Section 15.10  Voluntary Reduction.


 


The Company may from time to time reduce the conversion
price by any amount for any period of time if the period is at least 20 days and if the reduction is irrevocable during the period;
provided, however, that in no event may the conversion price be less than the par value of a share of Common Stock.


 


Whenever the conversion price is reduced, the Company
shall mail to Securityholders a notice of the reduction. The Company shall mail the notice at least 15 days before the date the reduced
conversion price takes effect. The notice shall state the reduced conversion price and the period it will be in effect.


 


A reduction of the conversion price does not change
or adjust the conversion price otherwise in effect for purposes of Section 15.6.


 






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Section 15.11  Notice of Certain Transactions.


 


If:


 


(1)             
the Company takes any action that would require an adjustment in the conversion price pursuant to Section 15.6 or an
applicable Board Resolution, Supplemental Indenture or Officer’s Certificate and if the Company does not permit Securityholders
to participate pursuant to Section 15.8;


 


(2)             
the Company takes any action that would require a supplemental indenture pursuant to Section 15.12; or


 


(3)             
there is a liquidation or dissolution of the Company,


 


(4)             
the Company shall mail to Securityholders a notice stating the proposed record date for a dividend or distribution or the proposed
effective date of a subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The
Company shall mail the notice at least 20 days before such date. Failure to mail the notice or any defect in it shall not affect
the validity of the transaction.


 


Section 15.12  Offer to Repurchase
Upon A Change of Control.


 


Upon the occurrence of a Change of Control, each
Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
that Holder’s Securities pursuant to the Change of Control offer on the terms set forth in this Indenture at an offer price in cash
equal to 101% of the aggregate principal amount of Securities repurchased plus accrued and unpaid interest, if any, on the Securities
repurchased to the date of purchase. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder
stating:


 


(1)             
the transaction or transactions that constitute the Change of Control;


 


(2)             
that the Change of Control offer is being made pursuant to this Section 15.12 and that all Securities tendered shall
be accepted for payment;


 


(3)             
the purchase price and the purchase date, which date shall be no earlier than 30 days and no later than 60 days from
the date the notice is mailed;


 


(4)             
that any Security not tendered or properly withdrawn shall continue to accrue interest;


 


(5)             
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 shall cease to accrue interest after the Change of Control payment date;


 


(6)             
that Holders electing to have any Securities purchased pursuant to a Change of Control offer shall be required to surrender the
Securities, together with such form or forms as may be specified, to a Paying Agent 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;


 


(7)             
that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on
the second Business Day preceding the Change of Control payment date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such Holder is withdrawing its
election to have the Securities purchased; and


 






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(8)             
that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the
unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof.


 


On the Change of Control payment date, the Company
shall, to the extent lawful:


 


(1)             
accept for payment all Securities or portions of Securities validly tendered and not properly withdrawn pursuant to the Change
of Control offer;


 


(2)             
deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Securities or portions of Securities
properly tendered and not properly withdrawn pursuant to the Change of Control offer; and


 


(3)             
deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating
the aggregate principal amount of Securities or portions of Securities being purchased by the Company.


 


The Paying Agent shall promptly mail to each Holder
of Securities validly tendered and not properly withdrawn the Change of Control payment for such Securities, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased
portion of the Securities surrendered, if any; provided that each new Security will be in a principal amount of $1,000 or an integral
multiple thereof.


 


The Company shall publicly announce the results
of the Change of Control offer on or as soon as practicable after the Change of Control payment date.


 


The Company shall not be required to make a Change
of Control offer upon a Change of Control 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 validly tendered and not properly withdrawn under such Change of Control offer.


 


The Company shall comply with the Requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations
are applicable in connection with the repurchase of the Securities as a result of a Change of Control. To the extent that the provisions
of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company shall comply with
the applicable securities laws and regulations and will not be deemed to have breached its obligations under this section by virtue of
such conflict.


 


Section 15.13  Company Determination
Final.


 


Any determination that the Company or the Board
must make pursuant to SectionS 15.3, 15.6 or 15.8 is conclusive, absent mathematical error. Not later than the date
of making any such determination pursuant to Section 15.6 or 15.8, the Company shall deliver to the Trustee an Officers’
Certificate stating the basis upon which such determination was made and, if pursuant to Section 15.6, the calculations by
which adjustments under such Sections were made.


 


Section 15.14  Trustee’s Disclaimer.


 


The Trustee has no duty to determine when an adjustment
under this Article should be made, how it should be made or what it should be. The Trustee has no duty to determine whether any provisions
of a supplemental indenture under SectionS 15.6 or 15.12 are correct. The Trustee makes no representation
as to the validity or value of any securities or assets issued upon conversion of Securities. The Trustee shall not be responsible for
the Company’s failure to comply with this Article. Each Conversion Agent other than the Company shall have the same protection under
this Section as the Trustee.


 






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Section 15.15  Adjustments for Other
Securities.


 


To the extent the Company issues Securities convertible
into securities other than Common Stock, the Company shall provide for adjustments to the conversion price, if any, in a Supplemental
Indenture applicable to such Securities.


 


[signature page follows]


 






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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.


 


	 	LTC PROPERTIES, INC.
	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	[TRUSTEE]
	 	 
	 	By:	 
	 	 	 
	 	Title: