Exhibit 4.1


 


 






 


HÖEGH LNG PARTNERS LP,


 


as Issuer,


 


and


 


[               ],


 


as Trustee


 


INDENTURE


 


Dated as of           ,
2016


 


Senior Debt Securities


 


 






 




     


     


    

 


CROSS-REFERENCE TABLE


 


	TIA Section	 	Indenture Section
	310(a)	 	7.10
	(b)	 	7.10
	(c)	 	N.A.
	311(a)	 	7.11
	(b)	 	7.11
	(c)	 	N.A.
	312(a)	 	5.01
	(b)	 	5.02
	(c)	 	5.02
	313(a)	 	5.03
	(b)	 	5.03
	(c)	 	13.03
	(d)	 	5.03
	314(a)	 	4.05
	(b)	 	N.A.
	(c)(1)	 	13.05
	(c)(2)	 	13.05
	(c)(3)	 	N.A.
	(d)	 	N.A.
	(e)	 	13.05
	(f)	 	N.A.
	315(a)	 	7.01
	(b)	 	6.07 & 13.03
	(c)	 	7.01
	(d)	 	7.01
	(e)	 	6.08
	316(a) (last sentence)	 	1.01
	(a)(1)(A)	 	6.06
	(a)(1)(B)	 	6.06
	(a)(2)	 	9.01(d)
	(b)	 	6.04
	(c)	 	5.04
	317(a)(1)	 	6.02
	(a)(2)	 	6.02
	(b)	 	4.04
	318(a)	 	13.07


 


N.A. means Not Applicable


NOTE: This Cross-Reference table shall
not, for any purpose, be deemed part of this Indenture.


 




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TABLE OF CONTENTS


 


	 	ARTICLE I	 
	 	DEFINITIONS AND INCORPORATION BY REFERENCE	 
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	6
	Section 1.03	Incorporation by Reference of Trust Indenture Act	6
	Section 1.04	Rules of Construction	6
	 	 	 
	 	ARTICLE II	 
	 	DEBT SECURITIES	 
	 	 	 
	Section 2.01	Forms Generally	7
	Section 2.02	Form of Trustee’s Certificate of Authentication	7
	Section 2.03	Principal Amount; Issuable in Series	7
	Section 2.04	Execution of Debt Securities	10
	Section 2.05	Authentication and Delivery of Debt Securities	10
	Section 2.06	Denomination of Debt Securities	12
	Section 2.07	Registration of Transfer and Exchange	12
	Section 2.08	Temporary Debt Securities	13
	Section 2.09	Mutilated, Destroyed, Lost or Stolen Debt Securities	14
	Section 2.10	Cancellation of Surrendered Debt Securities	14
	Section 2.11	Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders	15
	Section 2.12	Payment of Interest; Interest Rights Preserved	15
	Section 2.13	Securities Denominated in Dollars	15
	Section 2.14	Wire Transfers	15
	Section 2.15	Securities Issuable in the Form of a Global Security	15
	Section 2.16	Medium Term Securities	18
	Section 2.17	Defaulted Interest	18
	Section 2.18	CUSIP Numbers	19
	 	 	 
	 	ARTICLE III	 
	 	REDEMPTION OF DEBT SECURITIES	 
	 	 	 
	Section 3.01	Applicability of Article	19
	Section 3.02	Notice of Redemption; Selection of Debt Securities	20
	Section 3.03	Payment of Debt Securities Called for Redemption	21
	Section 3.04	Mandatory and Optional Sinking Funds	22
	Section 3.05	Redemption of Debt Securities for Sinking Fund	22
	 	 	 
	 	ARTICLE IV	 
	 	PARTICULAR COVENANTS OF THE ISSUER	 
	 	 	 
	Section 4.01	Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities	23
	Section 4.02	Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities	24


 




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	Section 4.03	Appointment to Fill a Vacancy in the Office of Trustee	24
	Section 4.04	Duties of Paying Agents, etc	24
	Section 4.05	SEC Reports; Financial Statements	25
	Section 4.06	Compliance Certificate	26
	Section 4.07	Further Instruments and Acts	26
	Section 4.08	Existence	26
	Section 4.09	Maintenance of Properties	27
	Section 4.10	Payment of Taxes and Other Claims	27
	Section 4.11	Waiver of Certain Covenants	27
	 	 	 
	 	ARTICLE V	 
	 	HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE	 
	 	 	 
	Section 5.01	Issuer to Furnish Trustee Information as to Names and Addresses of Holders; Preservation of Information	27
	Section 5.02	Communications to Holders	28
	Section 5.03	Reports by Trustee	28
	Section 5.04	Record Dates for Action by Holders	28
	 	 	 
	 	ARTICLE VI	 
	 	REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT	 
	 	 	 
	Section 6.01	Events of Default	29
	Section 6.02	Collection of Debt by Trustee, etc	30
	Section 6.03	Application of Moneys Collected by Trustee	31
	Section 6.04	Limitation on Suits by Holders	32
	Section 6.05	Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default	33
	Section 6.06	Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default	33
	Section 6.07	Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances	34
	Section 6.08	Requirement of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against the Trustee	34
	 	 	 
	 	ARTICLE VII	 
	 	CONCERNING THE TRUSTEE	 
	 	 	 
	Section 7.01	Certain Duties and Responsibilities	34
	Section 7.02	Certain Rights of Trustee	36
	Section 7.03	Trustee Not Liable for Recitals in Indenture or in Debt Securities	37
	Section 7.04	Trustee, Paying Agent or Registrar May Own Debt Securities	37
	Section 7.05	Moneys Received by Trustee to Be Held in Trust	37
	Section 7.06	Compensation and Reimbursement	37
	Section 7.07	Right of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed	38
	Section 7.08	Separate Trustee; Replacement of Trustee	38
	Section 7.09	Successor Trustee by Merger	39
	Section 7.10	Eligibility; Disqualification	40
	Section 7.11	Preferential Collection of Claims Against Issuer	40


 




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	Section 7.12	Compliance with Tax Laws	40
	 	 	 
	 	ARTICLE VIII	 
	 	CONCERNING THE HOLDERS	 
	 	 	 
	Section 8.01	Evidence of Action by Holders	40
	Section 8.02	Proof of Execution of Instruments and of Holding of Debt Securities	40
	Section 8.03	Who May Be Deemed Owner of Debt Securities	41
	Section 8.04	Instruments Executed by Holders Bind Future Holders	41
	 	 	 
	 	ARTICLE IX	 
	 	SUPPLEMENTAL INDENTURES	 
	 	 	 
	Section 9.01	Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders	42
	Section 9.02	Modification of Indenture with Consent of Holders of Debt Securities	43
	Section 9.03	Effect of Supplemental Indentures	44
	Section 9.04	Debt Securities May Bear Notation of Changes by Supplemental Indentures	45
	 	 	 
	 	ARTICLE X	 
	 	CONSOLIDATION, MERGER, SALE OR CONVEYANCE	 
	 	 	 
	Section 10.01	Consolidations and Mergers of the Issuer	45
	Section 10.02	Rights and Duties of Successor Company	45
	 	 	 
	 	ARTICLE XI	 
	 	SATISFACTION AND DISCHARGE OF  INDENTURE; DEFEASANCE; UNCLAIMED MONEYS	 
	 	 	 
	Section 11.01	Applicability of Article	46
	Section 11.02	Satisfaction and Discharge of Indenture; Defeasance	46
	Section 11.03	Conditions of Defeasance	47
	Section 11.04	Application of Trust Money	48
	Section 11.05	Repayment to Issuer	48
	Section 11.06	Indemnity for U.S. Government Obligations	48
	Section 11.07	Reinstatement	48
	 	 	 
	 	ARTICLE XII	 
	 	[RESERVED] 	 
	 	 	 
	 	ARTICLE XIII	 
	 	MISCELLANEOUS PROVISIONS	 
	 	 	 
	Section 13.01	Successors and Assigns of Issuer Bound by Indenture	49
	Section 13.02	Acts of Board, Committee or Officer of Successor Company Valid	49
	Section 13.03	Required Notices or Demands	49
	Section 13.04	Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State of New York	50
	Section 13.05	Officers’ Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Issuer	50
	Section 13.06	Payments Due on Legal Holidays	51
	Section 13.07	Provisions Required by TIA to Control	51


 




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	Section 13.08	Computation of Interest on Debt Securities	51
	Section 13.09	Rules by Trustee, Paying Agent and Registrar	51
	Section 13.10	No Recourse Against Others	51
	Section 13.11	Severability	51
	Section 13.12	Effect of Headings	51
	Section 13.13	Indenture May Be Executed in Counterparts	51


 




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THIS INDENTURE dated
as of                               ,
2016 is between Höegh LNG Partners LP, a Marshall Islands limited partnership (the “Issuer”), and [                                        ],
a , as trustee (the “Trustee”).


 


RECITALS OF THE ISSUER


 


The Issuer has duly
authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Issuer’s debentures,
notes, bonds or other evidences of indebtedness to be issued in one or more series unlimited as to principal amount (herein called
the “Debt Securities”), as in this Indenture provided. All things necessary to make this Indenture a valid agreement
of the Issuer, in accordance with its terms, have been done.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH


 


That in order to declare
the terms and conditions upon which the Debt Securities are authenticated, issued and delivered, and in consideration of the premises,
and of the purchase and acceptance of the Debt Securities by the holders thereof, the Issuer and the Trustee covenant and agree
with each other, for the benefit of the respective Holders from time to time of the Debt Securities or any series thereof, as follows:


 


ARTICLE
I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01    Definitions.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect to
any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. The Trustee may request and may conclusively rely upon an Officers’ Certificate
to determine whether any Person is an Affiliate of any specified Person.


 


“Agent”
means any Registrar or paying agent.


 


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


 


“Board of Directors”
means the Board of Directors of the Issuer or any authorized committee of the Board of Directors of the Issuer or any directors
and/or officers of the Issuer to whom such Board of Directors or such committee shall have duly delegated its authority to act
hereunder.


 


“Business Day”
means any day other than a Legal Holiday.


 




     


     


    

 


“capital stock”
of any Person means and includes any and all shares, rights to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) the equity of such Person (excluding any debt securities
that are convertible into, or exchangeable for, such equity).


 


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


 


“Debt”
of any Person at any date means any obligation created or assumed by such Person for the repayment of borrowed money and any guarantee
thereof.


 


“Debt Security”
or “Debt Securities” has the meaning stated in the first recital of this Indenture and more particularly means any
debt security or debt securities, as the case may be, of any series authenticated and delivered under this Indenture.


 


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


 


“Depositary”
means, unless otherwise specified by the Issuer pursuant to either Sections 2.03 or 2.15, with respect to Debt Securities of any
series issuable or issued in whole or in part in the form of one or more Global Securities, The Depository Trust Company, New York,
New York, or any successor thereto registered as a clearing agency under the Exchange Act or other applicable statute or regulations.


 


“Dollar”
or “$” means such currency of the United States as at the time of payment is legal tender for the payment of public
and private debts.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and any successor statute.


 


“Floating Rate
Security” means a Debt Security that provides for the payment of interest at a variable rate determined periodically by reference
to an interest rate index specified pursuant to Section 2.03.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession
of the United States, as in effect from time to time.


 


“General Partner”
means Höegh LNG GP LLC, a Marshall Islands limited liability company, and its successors, as general partner of the Issuer.


 


“Global Security”
means with respect to any series of Debt Securities issued hereunder, a Debt Security which is executed by the Issuer and authenticated
and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture
and any Indentures supplemental hereto, or resolution of the Board of Directors and set forth in an Officers’ Certificate,
which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all the Outstanding Debt Securities of such series or any portion thereof, in
either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal
is due and interest rate or method of determining interest.


 




    2 


     


    

 


“guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of
any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (b) entered into for purposes of assuring in any other manner the obligee
of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided, however, that the term “guarantee” shall not include endorsements for collection or deposit in
the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.


 


“Holder,”
“Holder of Debt Securities” or other similar terms means, a Person in whose name a Debt Security is registered in the
Debt Security Register (as defined in Section 2.07(a)).


 


“Indenture”
means this instrument as originally executed, or, if amended or supplemented as herein provided, as so amended or supplemented
and shall include the form and terms of particular series of Debt Securities as contemplated hereunder, whether or not a supplemental
Indenture is entered into with respect thereto.


 


“Issuer Order”
means a written request or order signed in the name of the Issuer by the Chairman of the Board, the Chief Executive Officer, the
President or a Vice President of the Issuer, and by the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Issuer, in each case
delivered to the Trustee, or if the Issuer shall change its form of entity to other than a limited partnership, by Persons or officers,
members, agents and others holding positions comparable to those of the foregoing nature, as applicable.


 


“Legal Holiday”
means a Saturday, a Sunday or a day on which banking institutions in the City of New York, New York or at a Place of Payment are
authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.


 


“Lien”
means, with respect to any asset, any mortgage, lien, security interest, pledge, charge or other encumbrance of any kind in respect
of such asset, whether or not filed, recorded or otherwise perfected under applicable law.


 


“Officer”
means, with respect to a Person, the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer,
Controller, Secretary, Assistant Secretary or any Assistant Vice President of such Person.


 


“Officers’
Certificate” means a certificate signed by two Officers of the Issuer. One of the Officers signing the Officers’ Certificate
of the Issuer must be the Issuer’s chief executive officer, chief financial officer or chief accounting officer (or if the
Issuer shall change its form of entity to other than a limited partnership, by Persons, officers, members, agents and others holding
positions comparable to those of the foregoing nature, as applicable).


 




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“Opinion of Counsel”
means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the
Issuer or the Trustee.


 


“Original Issue
Discount Debt Security” means any Debt Security which 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 6.01.


 


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


 


		(a)	Debt Securities of that series theretofore canceled by
the Trustee or delivered to the Trustee for cancellation;



 


		(b)	Debt Securities of that series for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or any paying agent (other than the Issuer) in trust
or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own paying agent) for the Holders of such Debt
Securities; provided, that, if such Debt 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; and



 


		(c)	Debt Securities of that series which have been paid pursuant
to Section 2.09 or in exchange for or in lieu of which other Debt Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory
to it that such Debt Securities are held by a bona fide purchaser in whose hands such Debt Securities are valid obligations of
the Issuer;



 


provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Debt Securities of any series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Debt Securities owned by the Issuer or any other obligor
upon the Debt Securities or any Affiliate of the Issuer 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 or waiver, only Debt Securities which an officer of the Trustee actually knows to be so owned shall be so disregarded.
Debt 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 Debt Securities and that the pledgee is not
either of the Issuer or any other obligor upon the Debt Securities or an Affiliate of the Issuer or of such other obligor. In determining
whether the Holders of the requisite principal amount of Outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Debt Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01.


 




    4 


     


    

 


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


 


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


 


“SEC” means
the Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended, and any successor statute.


 


“Stated Maturity”
means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of
such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing
for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control
of the issuer unless such contingency has occurred).


 


“Subsidiary”
of any Person means:


 


		(1)	any corporation, association or other business entity of
which more than 50% of the total voting power of equity interests entitled, without regard to the occurrence of any contingency,
to vote in the election of directors, managers, trustees or equivalent Persons thereof is at the time of determination owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or combination thereof;
or



 


		(2)	in the case of a partnership, more than 50% of the partners’
equity interests, considering all partners’ equity interests as a single class, is at such time of determination owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or combination thereof.



 


“TIA” means
the Trust Indenture Act of 1939, as amended (15 U.S.C. §§77aaa-77bbbb), as in effect on the date of this Indenture as
originally executed and, to the extent required by law, as amended.


 


“Trustee”
initially means [__________________] and any other Person or Persons appointed as such from time to time pursuant to Section 7.08,
and, subject to the provisions of Article VII, includes its or their successors and assigns. If at any time there is more than
one such Person, “Trustee” as used with respect to the Debt Securities of any series shall mean the Trustee with respect
to the Debt Securities of that series.


 




    5 


     


    

 


“Trust Officer”
means any officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.


 


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


 


“U.S. Government
Obligations” means direct obligations of the United States of America, obligations on which the payment of principal and
interest is fully guaranteed by the United States of America or obligations or guarantees for the payment of which the full faith
and credit of the United States of America is pledged.


 


“Yield to Maturity”
means the yield to maturity, calculated at the time of issuance of a series of Debt Securities, or, if applicable, at the most
recent redetermination of interest on such series and calculated in accordance with accepted financial practice.


 


Section 1.02    Other
Definitions.


 


	Term	 	Defined in Section
	“Debt Security Register”	 	2.07
	“Defaulted Interest”	 	2.17
	“Event of Default”	 	6.01
	“Place of Payment”	 	2.03
	“Registrar”	 	2.07
	“Successor Company”	 	10.01


 


Section 1.03    Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.


 


All terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.


 


Section 1.04    Rules
of Construction.


 


Unless the context
otherwise requires:


 


(a)          a
term has the meaning assigned to it;


 


(b)          an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(c)          “or”
is not exclusive;


 


(d)          words
in the singular include the plural, and in the plural include the singular;


 


(e)          provisions
apply to successive events and transactions; and


 




    6 


     


    

 


(f)          the
principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would
be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP.


 


ARTICLE
II

DEBT SECURITIES


 


Section 2.01    Forms
Generally. The Debt Securities of each series shall be in substantially the form established without the approval of any Holder
by or pursuant to a resolution of the Board of Directors 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 the Issuer may deem appropriate
(and, if not contained in a supplemental Indenture entered into in accordance with Article IX, as are not prohibited by the provisions
of this Indenture) or as may be required or appropriate to comply with any law or with any rules made pursuant thereto or with
any rules of any securities exchange on which such series of Debt Securities may be listed, or to conform to general usage, or
as may, consistently herewith, be determined by the officers executing such Debt Securities as evidenced by their execution of
the Debt Securities.


 


The definitive Debt
Securities of each series 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 Debt Securities, as evidenced by their execution of such Debt.


 


Section 2.02    Form
of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Debt Securities
authenticated by the Trustee shall be in substantially the following form:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	 	[                                                  ],
	 	As Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Section 2.03    Principal
Amount; Issuable in Series. The aggregate principal amount of Debt Securities which may be issued, executed, authenticated,
delivered and outstanding under this Indenture is unlimited.


 


The Debt Securities
may be issued in one or more series in fully registered form. There shall be established, without the approval of any Holders,
in or pursuant to a resolution of the Board of Directors and set forth in an Officers’ Certificate, or established in one
or more Indentures supplemental hereto, prior to the issuance of Debt Securities of any series any or all of the following:


 




    7 


     


    

 


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


 


(b)          any
limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Debt Securities of the series pursuant to this Article II);


 


(c)          the
date or dates on which the principal and premium, if any, of the Debt Securities of the series are payable;


 


(d)          the
rate or rates (which may be fixed or variable) at which the Debt Securities of the series shall bear interest, if any, or the method
of determining such rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which
such interest shall be payable, or the method by which such date will be determined, the record dates for the determination of
Holders thereof to whom such interest is payable; and the basis upon which interest will be calculated if other than that of a
360-day year of twelve thirty-day months;


 


(e)          the
place or places, if any, in addition to or instead of the corporate trust office of the Trustee, where the principal of, and premium,
if any, and interest on, Debt Securities of the series shall be payable (“Place of Payment”);


 


(f)          the
price or prices at which, the period or periods within which and the terms and conditions upon which Debt Securities of the series
may be redeemed, in whole or in part, at the option of the Issuer or otherwise;


 


(g)          the
obligation, if any, of the Issuer to redeem, purchase or repay Debt Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof, and the price or prices at which and the period or periods within which and the
terms and conditions upon which Debt Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant
to such obligations;


 


(h)          the
terms, if any, upon which the Debt Securities of the series may be convertible into or exchanged for capital stock (which may be
represented by depositary shares), other Debt Securities or warrants for capital stock or Debt or other securities of any kind
of the Issuer or any other obligor and the terms and conditions upon which such conversion or exchange shall be effected, including
the initial conversion or exchange price or rate, the conversion or exchange period and any other provision in addition to or in
lieu of those described herein;


 


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


 


(j)          if
the amount of principal of or any premium or interest on Debt Securities of the series may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts will be determined;


 




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


 


(l)          any
changes or additions to Article XI, including the addition of additional covenants that may be subject to the covenant defeasance
option pursuant to Section 11.02(b);


 


(m)          if
other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section
6.02;


 


(n)          the
terms, if any, of the transfer, mortgage, pledge or assignment as security for the Debt Securities of the series of any properties,
assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the TIA are applicable and any
corresponding changes to provisions of this Indenture as currently in effect;


 


(o)          any
addition to or change in the Events of Default with respect to the Debt Securities of the series and any change in the right of
the Trustee or the Holders to declare the principal of, and premium and interest on, such Debt Securities due and payable;


 


(p)          if
the Debt Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities, the terms
and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual
Debt Securities in definitive registered form; and the Depositary for such Global Security or Securities and the form of any legend
or legends to be borne by any such Global Security or Securities in addition to or in lieu of the legend referred to in Section
2.15(a);


 


(q)          any
trustees, authenticating or paying agents, transfer agents or registrars;


 


(r)          the
applicability of, and any addition to or change in the covenants and definitions currently set forth in this Indenture or in the
terms currently set forth in Article X, including conditioning any merger, conveyance, transfer or lease permitted by Article X
upon the satisfaction of any Debt coverage standard by the Issuer and any Successor Company (as defined in Article X);


 


(s)          with
regard to Debt Securities of the series that do not bear interest, the dates for certain required reports to the Trustee; and


 


(t)          any
other terms of the Debt Securities of the series (which terms shall not be prohibited by the provisions of this Indenture).


 


All Debt Securities
of any one series appertaining thereto shall be substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to such resolution of the Board of Directors and as set forth in such Officers’ Certificate or in
any such Indenture supplemental hereto.


 




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Section 2.04    Execution
of Debt Securities. The Debt Securities shall be signed on behalf of the Issuer by the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President or a Vice President of the Issuer, and, if the seal of the Issuer is reproduced
thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures
upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may
be imprinted or otherwise reproduced on the Debt Securities. The seal of the Issuer, if any, may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities.


 


Only such Debt Securities
as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee,
shall be entitled to the benefits of the Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon
any Debt Security executed by the Issuer, shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated
and delivered hereunder.


 


In case any officer
of the Issuer who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed
shall have been authenticated and delivered by the Trustee, or disposed of by the Issuer, such Debt Securities nevertheless may
be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer
of the Issuer; and any Debt Security may be signed on behalf of the Issuer by such Persons as, at the actual date of the execution
of such Debt Security, shall be the proper officers of the Issuer, although at the date of such Debt Security or of the execution
of this Indenture any such Person was not such officer.


 


Section 2.05    Authentication
and Delivery of Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Debt Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Debt Securities to or upon an Issuer Order. In authenticating such Debt Securities, and
accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled
to receive, and (subject to Section 7.01) shall be fully protected in relying upon:


 


(a)          a
copy of any resolution or resolutions of the Board of Directors, certified by the Secretary or Assistant Secretary of the Issuer,
authorizing the terms of issuance of any series of Debt Securities;


 


(b)          an
executed supplemental Indenture, if any;


 


(c)          an
Officers’ Certificate; and


 


(d)          an
Opinion of Counsel prepared in accordance with Section 13.05 which shall also state:


 


(i)          that
the form of such Debt Securities has been established by or pursuant to a resolution of the Board of Directors or by a supplemental
Indenture as permitted by Section 2.01 in conformity with the provisions of this Indenture;


 




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(ii)         that
the terms of such Debt Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental
Indenture as permitted by Section 2.03 in conformity with the provisions of this Indenture;


 


(iii)        that
such Debt Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable
in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
the enforcement of creditors’ rights generally and rights of acceleration and the availability of equitable remedies may
be limited by equitable principles of general applicability;


 


(iv)        that
the Issuer has the partnership power to issue such Debt Securities and has duly taken all necessary partnership action with respect
to such issuance;


 


(v)         that
the issuance of such Debt Securities will not contravene the organizational documents of the Issuer or result in any material violation
of any of the terms or provisions of any law or regulation or of any material indenture, mortgage or other agreement known to such
counsel by which the Issuer is bound;


 


(vi)        that
authentication and delivery of such Debt Securities and the execution and delivery of any supplemental Indenture will not violate
the terms of this Indenture; and


 


(vii)       such
other matters as the Trustee may reasonably request.


 


Such Opinion of Counsel
need express no opinion as to whether a court in the United States would render a money judgment in a currency other than that
of the United States.


 


The Trustee shall have
the right to decline to authenticate and deliver any Debt Securities under this Section 2.05 if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors, trustees or vice presidents (or any combination thereof) shall determine that such
action would expose the Trustee to personal liability to existing Holders.


 


The Trustee may appoint
an authenticating agent reasonably acceptable to the Issuer to authenticate Debt Securities of any series. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each reference
in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same
rights as any Registrar, paying agent or agent for service of notices and demands.


 


Unless otherwise provided
in the form of Debt Security for any series, each Debt Security shall be dated the date of its authentication.


 




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Section 2.06    Denomination
of Debt Securities. Unless otherwise provided in the form of Debt Security for any series, the Debt Securities of each series
shall be issuable only as fully registered Debt Securities in such Dollar denominations as shall be specified or contemplated by
Section 2.03. In the absence of any such specification with respect to the Debt Securities of any series, the Debt Securities of
such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


Section 2.07    Registration
of Transfer and Exchange.


 


(a)          The
Issuer shall keep or cause to be kept a register for each series of Debt Securities issued hereunder (hereinafter collectively
referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe,
the Issuer shall provide for the registration of all Debt Securities and the transfer of Debt Securities as in this Article II
provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15,
upon due presentment for registration of transfer of any Debt Security at any office or agency to be maintained by the Issuer in
accordance with the provisions of Section 4.02, the Issuer shall execute and the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Debt Security or Debt Securities of authorized denominations for a like aggregate principal
amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities.


 


Unless and until otherwise
determined by the Issuer by resolution of the Board of Directors, the register of the Issuer for the purpose of registration, exchange
or registration of transfer of the Debt Securities shall be kept at the principal corporate trust office of the Trustee and, for
this purpose, the Trustee shall be designated “Registrar.”


 


Debt Securities of
any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of
Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged
shall be surrendered at the office or agency to be maintained by the Issuer as provided in Section 4.02, and the Issuer shall execute
and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making
the exchange shall be entitled to receive.


 


(b)          All
Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Issuer,
the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory
to the Issuer, the Trustee and the Registrar, duly executed by the Holder or his attorney duly authorized in writing.


 


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


 


No service charge shall
be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Issuer may
require payment of a sum sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in relation
thereto, other than those expressly provided in this Indenture to be made at the Issuer’s own expense or without expense
or without charge to the Holders.


 




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The Issuer shall not
be required (i) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing
of notice of redemption of Debt Securities of such series or (ii) to register the transfer of or exchange any Debt Securities selected,
called or being called for redemption.


 


Prior to the due presentation
for registration of transfer of any Debt Security, the Issuer, the Trustee, any paying agent or any Registrar may deem and treat
the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving
payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security
and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Issuer, the Trustee, any paying
agent or any Registrar shall be affected by notice to the contrary.


 


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


 


Section 2.08    Temporary
Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Debt Securities (printed, lithographed, photocopied, typewritten or otherwise produced)
of any authorized denomination, and substantially in the form of the definitive Debt Securities in lieu of which they are issued,
in registered form with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may
be determined by the Issuer with the concurrence of the Trustee. Temporary Debt Securities may contain such reference to any provisions
of this Indenture as may be appropriate. Every temporary Debt Security shall be executed by the Issuer and be authenticated by
the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Debt Securities.


 


If temporary Debt Securities
of any series are issued, the Issuer will cause definitive Debt Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable
for definitive Debt Securities of such series upon surrender of the temporary Debt Securities of such series at the office or agency
of the Issuer at a Place of Payment for such series, without charge to the Holder thereof, except as provided in Section 2.07 in
connection with a transfer. Upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Issuer
shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Debt Securities
of the same series of authorized denominations and of like tenor. Until so exchanged, temporary Debt Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series.


 


Upon any exchange of
a portion of a temporary Global Security for a definitive Global Security or for the individual Debt Securities represented thereby
pursuant to Section 2.07 or this Section 2.08, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction
of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for
all purposes by the amount to be exchanged and endorsed.


 




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Section 2.09    Mutilated,
Destroyed, Lost or Stolen Debt Securities. If (a) any mutilated Debt Security is surrendered to the Trustee at its corporate
trust office or (b) the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any
Debt Security, and there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save
each of them and any paying agent harmless, and neither the Issuer nor the Trustee receives notice that such Debt Security has
been acquired by a bona fide purchaser, then the Issuer shall execute and, upon an Issuer Order, the Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of
the same series of like tenor, form, terms and principal amount, bearing a number not contemporaneously Outstanding. Upon the issuance
of any substituted Debt Security, the Issuer may require the payment of a sum sufficient to cover any tax, fee, assessment or other
governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Debt which
has matured or is about to mature or which has been called for redemption shall become mutilated or be destroyed, lost or stolen,
the Issuer may, instead of issuing a substituted Debt Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Debt Security) if the applicant for such payment shall furnish the Issuer and the Trustee with
such security or indemnity as either may require to save it harmless from all risk, however remote, and, in case of destruction,
loss or theft, evidence to the satisfaction of the Issuer and the Trustee of the destruction, loss or theft of such Debt Security
and of the ownership thereof.


 


Every substituted Debt
Security of any series issued pursuant to the provisions of this Section 2.09 by virtue of the fact that any Debt Security is destroyed,
lost or stolen shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost
or stolen Debt Security shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debt Securities of that series duly issued hereunder. All Debt Securities shall be held and owned upon the
express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debt Securities, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without
their surrender.


 


Section 2.10    Cancellation
of Surrendered Debt Securities. All Debt Securities surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to the Issuer or any paying agent or a Registrar, be delivered to the Trustee for cancellation by it, or
if surrendered to the Trustee, shall be canceled by it, and no Debt Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. All canceled Debt Securities held by the Trustee shall be destroyed (subject
to the record retention requirements of the Exchange Act) and certification of their destruction delivered to the Issuer, unless
otherwise directed. On request of the Issuer, the Trustee shall deliver to the Issuer canceled Debt Securities held by the Trustee.
If the Issuer shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction
of the Debt represented thereby unless and until the same are delivered or surrendered to the Trustee for cancellation. The Issuer
may not issue new Debt Securities to replace Debt Securities it has redeemed, paid or delivered to the Trustee for cancellation.


 




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Section 2.11    Provisions
of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders. Nothing in this Indenture or in the
Debt Securities, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto, the Holders
or any Registrar or paying agent, any legal or equitable right, remedy or claim under or in respect of this Indenture, or under
any covenant, condition or provision herein contained; all its covenants, conditions and provisions being for the sole benefit
of the parties hereto, the Holders and any Registrar and paying agents.


 


Section 2.12    Payment
of Interest; Interest Rights Preserved.


 


(a)          Interest
on any Debt Security that is payable and is punctually paid or duly provided for on any interest payment date shall be paid to
the Person in whose name such Debt Security is registered at the close of business on the regular record date for such interest
notwithstanding the cancellation of such Debt Security upon any transfer or exchange subsequent to the regular record date. Payment
of interest on Debt Securities shall be made at the corporate trust office of the Trustee (except as otherwise specified pursuant
to Section 2.03), or at the option of the Issuer, by check mailed to the address of the Person entitled thereto as such address
shall appear in the Debt Security Register or, if provided pursuant to Section 2.03 and in accordance with arrangements satisfactory
to the Trustee, at the option of the Holder by wire transfer to an account designated by the Holder.


 


(b)          Subject
to the foregoing provisions of this Section 2.12 and Section 2.17, each Debt Security of a particular series delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security of the same series shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debt Security.


 


Section 2.13    Securities
Denominated in Dollars. Except as otherwise specified pursuant to Section 2.03 for Debt Securities of any series, payment of
the principal of, and premium, if any, and interest on, Debt Securities of such series will be made in Dollars.


 


Section 2.14    Wire
Transfers. Notwithstanding any other provision to the contrary in this Indenture, the Issuer may make any payment of moneys
required to be deposited with the Trustee on account of principal of, or premium, if any, or interest on, the Debt Securities (whether
pursuant to optional or mandatory redemption payments, interest payments or otherwise) by wire transfer in immediately available
funds to an account designated by the Trustee before 11:00 a.m., New York City time, on the date such moneys are to be paid to
the Holders of the Debt Securities in accordance with the terms hereof.


 


Section 2.15    Securities
Issuable in the Form of a Global Security.


 


(a)          If
the Issuer shall establish pursuant to Sections 2.01 and 2.03 that the Debt Securities of a particular series are to be issued
in whole or in part in the form of one or more Global Securities, then the Issuer shall execute and the Trustee or its agent shall,
in accordance with Section 2.05, authenticate and deliver, such Global Security or Securities, which shall represent, and shall
be denominated in an amount equal to the aggregate principal amount of, the Outstanding Debt Securities of such series to be represented
by such Global Security or Securities, or such portion thereof as the Issuer shall specify in an Officers’ Certificate, shall
be registered in the name of the Depositary for such Global Security or Securities or its nominee, shall be delivered by the Trustee
or its agent to the Depositary or pursuant to the Depositary’s instruction and shall bear a legend substantially to the following
effect:


 




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


 


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


 


or such other legend as may then be required
by the Depositary for such Global Security or Securities.


 


(b)          Notwithstanding
any other provision of this Section 2.15 or of Section 2.07 to the contrary, and subject to the provisions of paragraph (c) below,
unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for definitive
Debt Securities in registered form, a Global Security may be transferred, in whole but not in part and in the manner provided in
Section 2.07, only by the Depositary to a nominee of the Depositary for such Global Security, or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary, or by the Depositary or a nominee of the Depositary to a successor Depositary
for such Global Security selected or approved by the Issuer, or to a nominee of such successor Depositary.


 


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


 




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(ii)         The
Issuer may at any time and in its sole discretion determine that the Debt Securities of any series or portion thereof issued or
issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In
such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of individual
Debt Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual
Debt Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal
amount of such series or portion thereof in exchange for such Global Security or Securities.


 


(iii)        If
specified by the Issuer pursuant to Sections 2.01 and 2.03 with respect to Debt Securities issued or issuable in the form of a
Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for
individual Debt Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Issuer,
the Trustee and such Depositary. Thereupon the Issuer shall execute, and the Trustee or its agent upon receipt of an Issuer Order
for the authentication and delivery of definitive Debt Securities of such series shall authenticate and deliver, without service
charge, to each Person specified by such Depositary a new Debt Security or Securities of the same series of like tenor and terms
and of 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 to such Depositary a new Global Security of like tenor and terms
and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security
and the aggregate principal amount of Debt Securities delivered to Holders thereof.


 


(iv)        In
any exchange provided for in any of the preceding three paragraphs, the Issuer will execute and the Trustee or its agent will authenticate
and deliver individual Debt Securities. Upon the exchange of the entire principal amount of a Global Security for individual Debt
Securities, such Global Security shall be canceled by the Trustee or its agent. Except as provided in the preceding paragraph,
Debt Securities issued in exchange for a Global Security pursuant to this Section 2.15 shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or the Registrar. The Trustee or the Registrar shall deliver such Debt Securities
to the Persons in whose names such Debt Securities are so registered.


 




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Payments in respect
of the principal of and interest on any Debt Securities registered in the name of the Depositary or its nominee will be payable
to the Depositary or such nominee in its capacity as the registered owner of such Global Security. The Issuer and the Trustee may
treat the Person in whose name the Debt Securities, including the Global Security, are registered as the owner thereof for the
purpose of receiving such payments and for any and all other purposes whatsoever. None of the Issuer, the Trustee, any Registrar,
the paying agent or any agent of the Issuer or the Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of the beneficial ownership interests of the Global Security by the Depositary or its nominee
or any of the Depositary’s direct or indirect participants, or for maintaining, supervising or reviewing any records of the
Depositary, its nominee or any of its direct or indirect participants relating to the beneficial ownership interests of the Global
Security, the payments to the beneficial owners of the Global Security of amounts paid to the Depositary or its nominee, or any
other matter relating to the actions and practices of the Depositary, its nominee or any of its direct or indirect participants.
None of the Issuer, the Trustee or any such agent will be liable for any delay by the Depositary, its nominee, or any of its direct
or indirect participants in identifying the beneficial owners of the Debt Securities, and the Issuer and the Trustee may conclusively
rely on, and will be protected in relying on, instructions from the Depositary or its nominee for all purposes (including with
respect to the registration and delivery, and the respective principal amounts, of the Debt Securities to be issued).


 


Section 2.16    Medium
Term Securities. Notwithstanding any contrary provision herein, if all Debt Securities of a series are not to be originally
issued at one time, it shall not be necessary for the Issuer to deliver to the Trustee an Officers’ Certificate, resolutions
of the Board of Directors, supplemental Indenture, Opinion of Counsel or written order or any other document otherwise required
pursuant to Sections 2.01, 2.03, 2.05 or 13.05 at or prior to the time of authentication of each Debt Security of such series if
such documents are delivered to the Trustee or its agent at or prior to the authentication upon original issuance of the first
such Debt Security of such series to be issued; provided, that any subsequent request by the Issuer to the Trustee to authenticate
Debt Securities of such series upon original issuance shall constitute a representation and warranty by the Issuer that, as of
the date of such request, the statements made in the Officers’ Certificate delivered pursuant to Sections 2.05 or 13.05 shall
be true and correct as if made on such date and that the Opinion of Counsel delivered at or prior to such time of authentication
of an original issuance of Debt Securities shall specifically state that it shall relate to all subsequent issuances of Debt Securities
of such series that are identical to the Debt Securities issued in the first issuance of Debt Securities of such series.


 


An Issuer Order delivered
by the Issuer to the Trustee in the circumstances set forth in the preceding paragraph, may provide that Debt Securities which
are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time upon
the telephonic or written order of Persons designated in such written order (any such telephonic instructions to be promptly confirmed
in writing by such Person) and that such Persons are authorized to determine, consistent with the Officers’ Certificate,
supplemental Indenture or resolution of the Board of Directors relating to such written order, such terms and conditions of such
Debt Securities as are specified in such Officers’ Certificate, supplemental Indenture or such resolution.


 


Section 2.17    Defaulted
Interest. Any interest on any Debt Security of a particular series which is payable, but is not punctually paid or duly provided
for, on the dates and in the manner provided in the Debt Securities of such series and in this Indenture (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant record date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in clause (a) or
(b) below:


 




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(a)          The
Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Debt Securities of such series 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 Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each such Debt Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall
make arrangements satisfactory to the Trustee for such deposit 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 Issuer of such special record date and, in the name and at the expense
of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be
mailed, first class postage pre-paid, to each Holder thereof at its address as it appears in the Debt Security Register, not less
than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record
date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Debt Securities of
such series are registered at the close of business on such special record date.


 


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


 


Section 2.18    CUSIP
Numbers. The Issuer in issuing the Debt Securities may use “CUSIP” numbers (if then generally in use), and, if
so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the accuracy of such numbers either as printed on the Debt Securities or
as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on
the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will
promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 


ARTICLE
III

REDEMPTION OF DEBT SECURITIES


 


Section 3.01    Applicability
of Article. The provisions of this Article shall be applicable to the Debt Securities of any series which are redeemable before
their Stated Maturity except as otherwise specified as contemplated by Section 2.03 for Debt Securities of such series.


 




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Section 3.02    Notice
of Redemption; Selection of Debt Securities. In case the Issuer shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debt Securities of any series in accordance with their terms, by resolution of the Board of Directors
or a supplemental Indenture, the Issuer shall fix a date for redemption and shall give notice of such redemption at least 30 and
not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be redeemed
as a whole or in part, in the manner provided in Section 13.03. The notice if given in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice or any
defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other Debt Security of such series.


 


Each such notice of
redemption shall specify the date fixed for redemption, the redemption price at which Debt Securities of such series are to be
redeemed (or the method of calculating such redemption price), the Place or Places of Payment that payment will be made upon presentation
and surrender of such Debt Securities, that any interest accrued to the date fixed for redemption will be paid as specified in
said notice, that the redemption is for a sinking fund payment (if applicable), that, unless otherwise specified in such notice,
that, if the Issuer defaults in making such redemption payment, the paying agent is prohibited from making such payment pursuant
to the terms of this Indenture, that on and after said date any interest thereon or on the portions thereof to be redeemed will
cease to accrue, that in the case of Original Issue Discount Securities original issue discount accrued after the date fixed for
redemption will cease to accrue, the terms of the Debt Securities of that series pursuant to which the Debt Securities of that
series are being redeemed and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed
in such notice or printed on the Debt Securities of that series. If less than all the Debt Securities of a series are to be redeemed
the notice of redemption shall specify the certificate numbers of the Debt Securities of that series to be redeemed. In case any
Debt Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Debt Security, a
new Debt Security or Debt Securities of that series in principal amount equal to the unredeemed portion thereof, will be issued.


 


At least 45 days but
not more than 60 days before the Redemption Date unless the Trustee consents to a shorter period, the Issuer shall give written
notice to the Trustee of the Redemption Date, the principal amount of Debt Securities to be redeemed and the series and terms of
the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officers’ Certificate
and an Opinion of Counsel from the Issuer to the effect that such redemption will comply with the conditions herein. If fewer than
all the Debt Securities of a series are to be redeemed, the record date relating to such redemption shall be selected by the Issuer
and given in writing to the Trustee, which record date shall be not less than 15 days after the date of notice to the Trustee.


 


By 11:00 a.m., New
York City time, on the Redemption Date for any Debt Securities, the Issuer shall deposit with the Trustee or with a paying agent
(or, if the Issuer is acting as its own paying agent, segregate and hold in trust) an amount of money in Dollars (except as provided
pursuant to Section 2.03) sufficient to pay the redemption price of such Debt Securities or any portions thereof that are to be
redeemed on that date, together with any interest accrued to the Redemption Date.


 




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If less than all the
Debt Securities of like tenor and terms of a series are to be redeemed, the Trustee shall select, on a pro rata basis, by lot or
by such other method as in its sole discretion it shall deem appropriate and fair, the Debt Securities of that series or portions
thereof (in multiples of $1,000) to be redeemed. In any case where more than one Debt Security of such series is registered in
the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by
one Debt Security of such series. The Trustee shall promptly notify the Issuer in writing of the Debt Securities selected for redemption
and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt
Security called for redemption shall not be so paid upon surrender thereof on such Redemption Date, the principal, premium, if
any, and interest shall bear interest until paid from the Redemption Date at the rate borne by the Debt Securities of that series.
If less than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to
be redeemed shall be selected by the Issuer. Provisions of this Indenture that apply to Debt Securities called for redemption also
apply to portions of Debt Securities called for redemption.


 


Section 3.03    Payment
of Debt Securities Called for Redemption. If notice of redemption has been given as provided in Section 3.02, the Debt Securities
or portions of Debt Securities of the series with respect to which such notice has been given shall become due and payable on the
date and at the Place or Places of Payment stated in such notice at the applicable redemption price, together with any interest
accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Debt
Securities at the applicable redemption price, together with any interest accrued to said date) any interest on the Debt Securities
or portions of Debt Securities of any series so called for redemption shall cease to accrue, any original issue discount in the
case of Original Issue Discount Securities shall cease to accrue. On presentation and surrender of such Debt Securities at the
Place or Places of Payment in said notice specified, the said Debt Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption.


 


Any Debt Security that
is to be redeemed only in part shall be surrendered at the corporate trust office or such other office or agency of the Issuer
as is specified pursuant to Section 2.03 with, if the Issuer, the Registrar or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Issuer, the Registrar and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing, and the Issuer shall execute, and the Trustee shall authenticate and deliver
to the Holder of such Debt Security without service charge, a new Debt Security or Debt Securities of the same series, of like
tenor and form, 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 Debt Security so surrendered; except that if a Global Security is so surrendered,
the Issuer shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without service
charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered. In the case of a Debt Security providing appropriate space for such notation, at the option of the Holder
thereof, the Trustee, in lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make a notation on such Debt
Security of the payment of the redeemed portion thereof.


 




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Section 3.04    Mandatory
and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of
any series, resolution of the Board of Directors or a supplemental Indenture is herein referred to as a “mandatory sinking
fund payment,” and any payment in excess of such minimum amount provided for by the terms of Debt Securities of any series,
resolution of the Board of Directors or a supplemental Indenture is herein referred to as an “optional sinking fund payment.”


 


In lieu of making all
or any part of any mandatory sinking fund payment with respect to any Debt Securities of a series in cash, the Issuer may at its
option (a) deliver to the Trustee Debt Securities of that series theretofore purchased or otherwise acquired by the Issuer or (b)
receive credit for the principal amount of Debt Securities of that series which have been redeemed either at the election of the
Issuer pursuant to the terms of such Debt Securities or through the application of permitted optional sinking fund payments pursuant
to the terms of such Debt Securities, resolution or supplemental Indenture; provided, that such Debt Securities have not been previously
so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the redemption price specified
in such Debt Securities, resolution or supplemental Indenture for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.


 


Section 3.05    Redemption
of Debt Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities,
the Issuer will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, any resolution or supplemental Indenture, 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 Debt
Securities of that series pursuant to this Section 3.05 (which Debt Securities, if not previously redeemed, will accompany such
certificate) and whether the Issuer intends to exercise its right to make any permitted optional sinking fund payment with respect
to such series. Such certificate shall also state that no Event of Default has occurred and is continuing with respect to such
series. Such certificate shall be irrevocable and upon its delivery the Issuer shall be obligated to make the cash payment or payments
therein referred to, if any, by 11 a.m., New York City time, on the next succeeding sinking fund payment date. Failure of the Issuer
to deliver such certificate (or to deliver the Debt Securities specified in this paragraph) shall not constitute a Default, but
such failure shall require that the sinking fund payment due on the next succeeding sinking fund payment date for that series shall
be paid entirely in cash and shall be sufficient to redeem the principal amount of such Debt Securities subject to a mandatory
sinking fund payment without the option to deliver or credit Debt Securities as provided in this Section 3.05 and without the right
to make any optional sinking fund payment, if any, with respect to such series.


 




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Any sinking fund payment
or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made in cash which
shall equal or exceed $100,000 (or a lesser sum if the Issuer shall so request) with respect to the Debt Securities of any particular
series shall be applied by the Trustee on the sinking fund payment date on which such payment is made (or, if such payment is made
before a sinking fund payment date, on the sinking fund payment date following the date of such payment) to the redemption of such
Debt Securities at the redemption price specified in such Debt Securities, resolution or supplemental Indenture for operation of
the sinking fund together with any accrued interest to the date fixed for redemption. Any sinking fund moneys not so applied or
allocated by the Trustee to the redemption of Debt Securities shall be added to the next cash sinking fund payment received by
the Trustee for such series and, together with such payment, shall be applied in accordance with the provisions of this Section
3.05. Any and all sinking fund moneys with respect to the Debt Securities of any particular series held by the Trustee on the last
sinking fund payment date with respect to Debt Securities of such series and not held for the payment or redemption of particular
Debt Securities shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose,
to the payment of the principal of the Debt Securities of that series at its Stated Maturity.


 


The Trustee shall select
the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified in the last paragraph of Section
3.02 and the Issuer shall cause notice of the redemption thereof to be given in the manner provided in Section 3.02 except that
the notice of redemption shall also state that the Debt Securities are being redeemed by operation of the sinking fund. Such notice
having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Section
3.03.


 


The Trustee shall not
redeem any Debt Securities of a series with sinking fund moneys or mail any notice of redemption of such Debt Securities by operation
of the sinking fund for such series during the continuance of a Default in payment of interest on such Debt Securities or of any
Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to such Debt Securities,
except that if the notice of redemption of any such Debt Securities shall theretofore have been mailed in accordance with the provisions
hereof, the Trustee shall redeem such Debt Securities if cash sufficient for that purpose shall be deposited with the Trustee for
that purpose in accordance with the terms of this Article III. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such Default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall,
during the continuance of such Default or Event of Default, be held as security for the payment of such Debt Securities; provided,
however, that in case such Default or Event of Default shall have been cured or waived as provided herein, such moneys shall thereafter
be applied on the next sinking fund payment date for such Debt Securities on which such moneys may be applied pursuant to the provisions
of this Section 3.05.


 


ARTICLE
IV

PARTICULAR COVENANTS OF THE ISSUER


 


Section 4.01    Payment
of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Issuer, for the benefit of each series of Debt
Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the
Debt Securities at the place, at the respective times and in the manner provided herein or in the Debt Securities. Each installment
of interest on the Debt Securities may at the Issuer’s option be paid by mailing checks for such interest payable to the
Person entitled thereto pursuant to Section 2.07(a) to the address of such Person as it appears on the Debt Security Register.


 


Principal, premium
and interest of Debt Securities of any series shall be considered paid on the date due if, by 11 a.m., New York City time, on such
date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay all principal, premium and
interest then due.


 




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The Issuer shall pay
interest on overdue principal or premium, if any, at the rate specified therefor in the Debt Securities and it shall pay interest
on overdue installments of interest at the same rate to the extent lawful.


 


Section 4.02    Maintenance
of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Issuer will maintain in each
Place of Payment for any series of Debt Securities an office or agency where Debt Securities of such series may be presented or
surrendered for payment, and it shall also maintain (in or outside such Place of Payment) an office or agency where Debt Securities
of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Issuer in respect of the
Debt Securities of such series and this Indenture may be served. The Issuer will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the office of the Trustee where its corporate trust business is principally administered in the United
States, and the Issuer hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.


 


The Issuer may also
from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such
Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission
shall in any manner relieve the Issuer of its obligations described in the preceding paragraph. The Issuer will give prompt written
notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such
different or additional office or agency.


 


Section 4.03    Appointment
to Fill a Vacancy in the Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.08, a Trustee, so that there shall at all times be a Trustee hereunder with respect
to each series of Debt Securities.


 


Section 4.04    Duties
of Paying Agents, etc.


 


(a)          The
Issuer shall cause each paying agent, if any, other than the Trustee, to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provisions of this Section 4.04,


 


(i)          that
it will hold all sums held by it as such agent for the payment of the principal of, and premium, if any, or interest on, the Debt
Securities of any series (whether such sums have been paid to it by the Issuer or by any other obligor on the Debt Securities of
such series) in trust for the benefit of the Holders of the Debt Securities of such series;


 




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(ii)         that
it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Debt Securities of such series) to
make any payment of the principal of, and premium, if any, or interest on, the Debt Securities of such series when the same shall
be due and payable; and


 


(iii)        that
it will at any time during the continuance of an Event of Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held by it as such agent.


 


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


 


(c)          Anything
in this Section 4.04 to the contrary notwithstanding, the Issuer may, at any time, for the purpose of obtaining a satisfaction
and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or
any paying agent, as required by this Section 4.04, such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by the Issuer or such paying agent.


 


(d)          Whenever
the Issuer shall have one or more paying agents with respect to any series of Debt Securities, it will, prior to each due date
of the principal of, and premium, if any, or interest on, any Debt Securities of such series, deposit with any such paying agent
a sum sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless any such paying agent is the Trustee) the Issuer will promptly notify the Trustee of its
action or failure so to act.


 


(e)          Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.04 is subject
to the provisions of Section 11.05.


 


Section 4.05    SEC
Reports; Financial Statements.


 


(a)          The
Issuer shall, so long as any of the Debt Securities are Outstanding, file with the Trustee, within 15 days after it files the same
with the SEC, copies of the annual reports and the information, documents and other reports (or copies of such portions of any
of the foregoing as the SEC may by rules and regulations prescribe) that the Issuer is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. The Issuer shall also comply with the provisions of TIA Section 314(a).


 


(b)          If
the Issuer is required to furnish annual or quarterly reports to its unitholders pursuant to the Exchange Act, the Issuer shall,
so long as any of the Debt Securities are outstanding, cause any annual report furnished to its unitholders generally and any quarterly
or other financial reports furnished by it to its unitholders generally to be filed with the Trustee and mailed to the Holders
in the manner and to the extent provided in Section 5.03.


 




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(c)          The
Issuer shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the
Trustee may be required to deliver to Holders under this Section.


 


(d)          The
Issuer shall, so long as any of the Notes are Outstanding, deliver to the Trustee, within 30 days of any Officer of the Issuer
becoming aware of the occurrence of any Default or Event of Default, an Officers’ Certificate specifying such Default or
Event of Default and what action the Issuer is taking or proposes to take with respect thereto.


 


Section 4.06    Compliance
Certificate.


 


(a)          The
Issuer shall, so long as any of the Debt Securities are outstanding, deliver to the Trustee, within 120 days after the end of each
fiscal year of the Issuer, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the signing Officers of the Issuer with a view to determining
whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to
each such Officer signing such certificate, that to the best of his knowledge the Issuer has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms,
provisions and conditions hereof, without regard to any grace period or requirement of notice required by this Indenture (or, if
a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may
have knowledge and what action the Issuer is taking or propose to take with respect thereto) and that to the best of his knowledge
no event has occurred and remains in existence by reason of which payments on account of the principal of, or premium, if any,
or interest, if any, on the Debt Securities are prohibited or, if such event has occurred, a description of the event and what
action the Issuer are taking or propose to take with respect thereto.


 


(b)          The
Issuer shall, so long as any of the Debt Securities are outstanding, deliver to the Trustee within 30 days after the occurrence
of any Default or Event of Default under this Indenture, an Officers’ Certificate specifying such Default or Event of Default,
the status thereof and what action the Issuer are taking or propose to take with respect thereto.


 


Section 4.07    Further
Instruments and Acts. The Issuer will, upon request of the Trustee, execute and deliver such further instruments and do such
further acts as may reasonably be necessary or proper to carry out more effectually the purposes of this Indenture.


 


Section 4.08    Existence.
Except as permitted by Article X hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full
force and effect its existence and all rights (charter and statutory) and franchises of the Issuer, provided that the Issuer shall
not be required to preserve any such right or franchise, if the Board of Directors shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Issuer.


 




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Section 4.09    Maintenance
of Properties. The Issuer shall cause all properties owned by the Issuer or any of its Subsidiaries or used or held for use
in the conduct of its business or the business of any such Subsidiary to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer may be necessary so that the
business carried on in connection therewith may be properly and advantageously conducted at all times; provided that nothing in
this Section shall prevent the Issuer from discontinuing the operation or maintenance of any of such properties if such discontinuance
is, in the judgment of the Issuer, desirable in the conduct of its business or the business of any such Subsidiary and not disadvantageous
in any material respect to the Holders.


 


Section 4.10    Payment
of Taxes and Other Claims. The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the Issuer or any of its Subsidiaries or
upon the income, profits or property of the Issuer or any of its Subsidiaries, and (ii) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a Lien upon the property of the Issuer or any of its Subsidiaries; provided
that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.


 


Section 4.11    Waiver
of Certain Covenants. The Issuer may, with respect to the Debt Securities of any series, omit in any particular instance to
comply with any covenant set forth in this Article IV (except Sections 4.01 through 4.08) or made applicable to such Debt Securities
pursuant to Section 2.03, if, before or after the time for such compliance, the Holders of at least a majority in principal amount
of the Outstanding Debt Securities of each series affected, waive such compliance in such instance with such covenant, but no such
waiver shall extend to or affect such covenant except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Issuer and the duties of the Trustee in respect of any such covenant shall remain in full force and effect.


 


ARTICLE
V

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE


 


Section 5.01    Issuer
to Furnish Trustee Information as to Names and Addresses of Holders; Preservation of Information. The Issuer covenants and
agrees that it will furnish or cause to be furnished to the Trustee with respect to the Debt Securities of each series:


 


(a)          not
more than 10 days after each record date with respect to the payment of interest, if any, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such record date, and


 


(b)          at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list
of similar form and contents as of a date not more than 15 days prior to the time such list is furnished;


 


provided, however, that so long as the
Trustee shall be the Registrar, such lists shall not be required to be furnished.


 


The Trustee shall preserve,
in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders (i) contained in
the most recent list furnished to it as provided in this Section 5.01 or (ii) received by it in the capacity of paying agent or
Registrar (if so acting) hereunder.


 




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The Trustee may destroy
any list furnished to it as provided in this Section 5.01 upon receipt of a new list so furnished.


 


Section 5.02    Communications
to Holders. Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under
this Indenture or the Debt Securities. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Section
312(c) of the TIA.


 


Section 5.03    Reports
by Trustee. Within 60 days after each January 31, beginning with the first January 31 following the date of this Indenture,
and in any event on or before April 1 in each year, the Trustee shall mail to Holders a brief report dated as of such January 31
that complies with TIA Section 313(a); provided, however, that if no event described in TIA Section 313(a) has occurred within
the twelve months preceding the reporting date, no report need be transmitted. The Trustee also shall comply with TIA Section 313(b).


 


Reports pursuant to
this Section 5.03 shall be transmitted by mail:


 


(a)          to
all Holders, as the names and addresses of such Holders appear in the Debt Security Register; and


 


(b)          except
in the cases of reports under Section 313(b)(2) of the TIA, to each Holder of a Debt Security of any series whose name and address
appear in the information preserved at the time by the Trustee in accordance with Section 5.01.


 


A copy of each report
at the time of its mailing to Holders shall be filed with the Securities and Exchange Commission and each stock exchange (if any)
on which the Debt Securities of any series are listed. The Issuer agree to notify promptly the Trustee whenever the Debt Securities
of any series become listed on any stock exchange and of any delisting thereof.


 


Section 5.04    Record
Dates for Action by Holders. If the Issuer shall solicit from the Holders of Debt Securities of any series any action (including
the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action),
the Issuer may, at its option, by resolution of the Board of Directors, fix in advance a record date for the determination of Holders
of Debt Securities entitled to take such action, but the Issuer shall have no obligation to do so. Any such record date shall be
fixed at the Issuer’s discretion. If such a record date is fixed, such action may be sought or given before or after the
record date, but only the Holders of Debt Securities of record at the close of business on such record date shall be deemed to
be Holders of Debt Securities for the purpose of determining whether Holders of the requisite proportion of Debt Securities of
such series Outstanding have authorized or agreed or consented to such action, and for that purpose the Debt Securities of such
series Outstanding shall be computed as of such record date.


 




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ARTICLE
VI

REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT


 


Section 6.01    Events
of Default. If any one or more of the following shall have occurred and be continuing with respect to Debt Securities of any
series (each of the following, an “Event of Default”):


 


(a)          default
in the payment of any installment of interest upon any Debt Securities of that series as and when the same shall become due and
payable, and continuance of such default for a period of 30 days; or


 


(b)          default
in the payment of the principal of or premium, if any, on any Debt Securities of that series as and when the same shall become
due and payable, whether at Stated Maturity, upon redemption, by declaration, upon required repurchase or otherwise; or


 


(c)          default
in the payment of any sinking fund payment with respect to any Debt Securities of that series as and when the same shall become
due and payable; or


 


(d)          failure
on the part of the Issuer, duly to observe or perform any other of the covenants or agreements on the part of the Issuer in the
Debt Securities of that series, in any resolution of the Board of Directors authorizing the issuance of that series of Debt Securities,
in this Indenture with respect to such series or in any supplemental Indenture with respect to such series (other than a covenant
a default in the performance of which is elsewhere in this Section specifically dealt with), continuing for a period of 60 days
after the date on which written notice specifying such failure and requiring the Issuer, to remedy the same shall have been given,
by registered or certified mail, to the Issuer, by the Trustee or to the Issuer, and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Debt Securities of that series at the time Outstanding; or


 


(e)          the
Issuer, pursuant to or within the meaning of any Bankruptcy Law,


 


(i)          
commences a voluntary case,


 


(ii)         consents
to the entry of an order for relief against it in an involuntary case,


 


(iii)        consents
to the appointment of a Custodian of it or for all or substantially all of its property; or


 


(iv)        makes
a general assignment for the benefit of its creditors;


 


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


 


(i)          is
for relief against the Issuer as debtor in an involuntary case,


 


(ii)         appoints
a Custodian of the Issuer or a Custodian for all or substantially all of the property of the Issuer, or if applicable, any of or


 




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(iii)        orders
the liquidation of the Issuer and the order or decree remains unstayed and in effect for 60 days;


 


(g)          any
other Event of Default provided with respect to Debt Securities of that series; then and in each and every case that an Event of
Default described in clause (a), (b), (c), (d), or (g) with respect to Debt Securities of that series at the time Outstanding occurs
and is continuing, unless the principal of, premium, if any, and interest on all the Debt Securities of that series shall have
already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt
Securities of that series then Outstanding hereunder, by notice in writing to the Issuer (and to the Trustee if given by Holders),
may declare the principal of (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion
of the principal amount as may be specified in the terms of that series), premium, if any, and interest on all the Debt Securities
of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately
due and payable, anything in this Indenture or in the Debt Securities of that series contained to the contrary notwithstanding.
If an Event of Default described in clause (e) or (f) occurs, then and in each and every such case, unless the principal of and
interest on all the Debt Securities shall have become due and payable, the principal of (or, if any Debt Securities are Original
Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms thereof), premium, if any,
and interest on all the Debt Securities then Outstanding hereunder shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders, anything in this Indenture or in the Debt Securities contained
to the contrary notwithstanding.


 


The Holders of a majority
in aggregate principal amount of the Debt Securities of a particular series by written notice to the Trustee may waive all past
Defaults (except with respect to the nonpayment of principal, premium, if any, or interest) and rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction already rendered
and if all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that
has become due solely because of acceleration. Upon any such rescission, the parties hereto shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of the parties hereto shall continue as though no such
proceeding had been taken.


 


Section 6.02    Collection
of Debt by Trustee, etc. If an Event of Default occurs and is continuing, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of
the sums so due and unpaid or enforce the performance of any provision of the Debt Securities of the affected series or this Indenture,
and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree
against the Issuer or any other obligor upon the Debt Securities of such series (and collect in the manner provided by law out
of the property of the Issuer or any other obligor upon the Debt Securities of such series wherever situated the moneys adjudged
or decreed to be payable).


 




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In case there shall
be pending proceedings for the bankruptcy or for the reorganization of the Issuer or any other obligor upon the Debt Securities
of any series under any Bankruptcy Law, or in case a Custodian shall have been appointed for its property, or in case of any other
similar judicial proceedings relative to the Issuer or any other obligor upon the Debt Securities of any series, its creditors
or its property, the Trustee, irrespective of whether the principal of Debt Securities of any series shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant
to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file
and prove a claim or claims for the whole amount of principal, premium, if any, and interest (or, if the Debt Securities of such
series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of such
series) owing and unpaid in respect of the Debt Securities of such series, and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee,
its agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or bad faith) and of the Holders thereof allowed in any such judicial proceedings
relative to the Issuer, or any other obligor upon the Debt Securities of such series, its creditors or its property, and to collect
and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with
respect to the claims of such Holders and of the Trustee on their behalf, and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of such Holders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to such Holders, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred,
and all advances made, by the Trustee except as a result of its negligence or bad faith.


 


All rights of action
and of asserting claims under this Indenture, or under any of the Debt Securities of any series, may be enforced by the Trustee
without the possession of any such Debt Securities, or the production thereof in any trial or other proceedings relative thereto,
and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment (except for any amounts payable to the Trustee pursuant to Section 7.06) shall be for the ratable benefit
of the Holders of all the Debt Securities in respect of which such action was taken.


 


In case of an Event
of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture
by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either
at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained
in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law.


 


Section 6.03    Application
of Moneys Collected by Trustee. Any moneys or other property collected by the Trustee pursuant to Section 6.02 with respect
to Debt Securities of any series shall be applied, in the order following, at the date or dates fixed by the Trustee for the distribution
of such moneys or other property, upon presentation of the several Debt Securities of such series in respect of which moneys or
other property have been collected, and the notation thereon of the payment, if only partially paid, and upon surrender thereof
if fully paid:


 




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FIRST: To the payment
of all money due the Trustee pursuant to Section 7.06;


 


SECOND: In case the
principal of the Outstanding Debt Securities in respect of which such moneys have been collected shall not have become due, to
the payment of interest on the Debt Securities of such series in the order of the maturity of the installments of such interest,
with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at
the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by the Debt Securities of such series,
such payments to be made ratably to the Persons entitled thereto, without discrimination or preference;


 


THIRD: In case the
principal of the Outstanding Debt Securities in respect of which such moneys have been collected shall have become due, by declaration
or otherwise, to the payment of the whole amount then owing and unpaid upon the Debt Securities of such series for principal and
premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent that such interest
has been collected by the Trustee) upon overdue installments of interest at the rate or Yield to Maturity (in the case of Original
Issue Discount Debt Securities) borne by the Debt Securities of such series; and, in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon the Debt Securities of such series, then to the payment of such principal and
premium, if any, and interest, without preference or priority of principal and premium, if any, over interest, or of interest over
principal and premium, if any, or of any installment of interest over any other installment of interest, or of any Debt Security
of such series over any Debt Security of such series, ratably to the aggregate of such principal and premium, if any, and interest;
and


 


FOURTH: The remainder,
if any, shall be paid to the Issuer, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same,
or as a court of competent jurisdiction may direct.


 


The Trustee may fix
a record date and payment date for any payment to Holders pursuant to this Section 6.03. At least 15 days before such record date,
the Issuer shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.


 


Section 6.04    Limitation
on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision
of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series
and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt
Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of
such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security
as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after
its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings
and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being
understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee,
that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other
such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 




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Notwithstanding any
other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of,
and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed
in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.


 


Section 6.05    Remedies
Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default. All powers and remedies given by this Article
VI to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof
or of any other powers and remedies available to the Trustee or the Holders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee
or of any Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid, shall impair any
such right or power, or shall be construed to be a waiver of any such Default or an acquiescence therein; and, subject to the provisions
of Section 6.04, every power and remedy given by this Article VI or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.


 


Section 6.06    Rights
of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default. The Holders of a majority
in aggregate principal amount of the Debt Securities of any series at the time Outstanding 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 right, trust or power
conferred on the Trustee, with respect to the Debt Securities of such series; provided, however, that such direction shall not
be otherwise than in accordance with law and the provisions of this Indenture, and that subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel shall determine
that the action so directed may not lawfully be taken, or if the Trustee shall by a responsible officer or officers determine that
the action so directed would involve it in personal liability or would be unduly prejudicial to Holders of Debt Securities of such
series not taking part in such direction; and provided, further, however, that nothing in this Indenture contained shall impair
the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction by such
Holders. Prior to the acceleration of the maturity of the Debt Securities of any series, as provided in Section 6.01, the Holders
of a majority in aggregate principal amount of the Debt Securities of that series at the time Outstanding may on behalf of the
Holders of all the Debt Securities of that series waive any past Default or Event of Default and its consequences for that series,
except a Default in the payment of the principal of, and premium, if any, or interest on, any of the Debt Securities and a Default
in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected thereby. In case
of any such waiver, such Default shall cease to exist, any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture, the Issuer, the Trustee and the Holders of the Debt Securities of that series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.


 




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Section 6.07    Trustee
to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances. The Trustee shall, within 90
days after the occurrence of a Default known to it, or if later, within 30 days after the Trustee obtains actual knowledge of the
Default, with respect to a series of Debt Securities give to the Holders thereof, in the manner provided in Section 13.03, notice
of all Defaults with respect to such series known to the Trustee, unless such Defaults shall have been cured or waived before the
giving of such notice; provided, that, except in the case of Default in the payment of the principal of, or premium, if any, or
interest on, any of the Debt Securities of such series or in the making of any sinking fund payment with respect to the Debt Securities
of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive
committee or a committee of directors or responsible officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Holders thereof.


 


Section 6.08    Requirement
of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against the Trustee. All parties to this Indenture agree,
and each Holder of any Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such
suit in the manner and to the extent provided in the TIA, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.08 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 25 percent
in principal amount of the Outstanding Debt Securities of that series or to any suit instituted by any Holder for the enforcement
of the payment of the principal of, or premium, if any, or interest on, any Debt Security on or after the due date for such payment
expressed in such Debt Security.


 


ARTICLE
VII

CONCERNING THE TRUSTEE


 


Section 7.01    Certain
Duties and Responsibilities. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of
all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth
in this Indenture. In case an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent
man would exercise or use under the circumstances in the conduct of his own affairs.


 




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No provision of this
Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act,
its own bad faith or its own willful misconduct, except that:


 


(a)          this
paragraph shall not be construed to limit the effect of the first paragraph of this Section 7.01;


 


(b)          prior
to the occurrence of an Event of Default with respect to the Debt Securities of a series and after the curing or waiving of all
Events of Default with respect to such series which may have occurred:


 


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


 


(ii)         in
the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture; but the Trustee shall examine the evidence furnished to it pursuant to Sections
4.05 and 4.06 to determine whether or not such evidence conforms to the requirement of this Indenture;


 


(iii)        the
Trustee shall not be liable for an error of judgment made in good faith by a responsible officer, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts; and


 


(iv)        the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it with respect to Debt Securities of any
series in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount
of the Outstanding Debt Securities of that 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 Debt
Securities of such series.


 


None of the provisions
of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


 




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


 


Section 7.02    Certain
Rights of Trustee. Except as otherwise provided in Section 7.01:


 


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


 


(b)          any
request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order (unless other
evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Issuer;


 


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


 


(d)          the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Holders of Debt Securities of any series pursuant to the provisions of this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby;


 


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


 


(f)          prior
to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, 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, approval or other paper or document, unless requested in writing to
do so by the Holders of a majority in aggregate principal amount of the then Outstanding Debt Securities of a series affected by
such matter; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such
costs, expenses or liabilities as a condition to so proceeding, and the reasonable expense of every such investigation shall be
paid by the Issuer or, if paid by the Trustee, shall be repaid by the Issuer upon demand;


 


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


 




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(h)          if
any property other than cash shall at any time be subject to a Lien in favor of the Holders, the Trustee, if and to the extent
authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property
to such Lien, shall be entitled to make advances for the purpose of preserving such property or of discharging tax Liens or other
prior Liens or encumbrances thereon.


 


Section 7.03    Trustee
Not Liable for Recitals in Indenture or in Debt Securities. The recitals contained herein, in the Debt Securities (except the
Trustee’s certificate of authentication) shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of
the Debt Securities of any series, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Debt Securities and perform its obligations hereunder, and that the statements made by it or to be made by it
in a Statement of Eligibility and Qualification on Form T-1 supplied to the Issuer are true and accurate. The Trustee shall not
be accountable for the use or application by the Issuer of any of the Debt Securities or of the proceeds thereof.


 


Section 7.04    Trustee,
Paying Agent or Registrar May Own Debt Securities. The Trustee or any paying agent or Registrar, in its individual or any other
capacity, may become the owner or pledgee of Debt Securities and subject to the provisions of the TIA relating to conflicts of
interest and preferential claims may otherwise deal with the Issuer with the same rights it would have if it were not Trustee,
paying agent or Registrar.


 


Section 7.05    Moneys
Received by Trustee to Be Held in Trust. Subject to the provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for which they were received, but 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 moneys received
by it hereunder. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys
shall be paid from time to time to the Issuer upon an Issuer Order.


 


Section 7.06    Compensation
and Reimbursement. The Issuer covenants and agrees to pay in Dollars to the Trustee from time to time, and the Trustee shall
be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the
Issuer will pay or reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly in its employ), including without
limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its negligence, willful misconduct
or bad faith. The Issuer also covenants to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in connection
with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending
itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder.
The obligations of the Issuer under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee
for expenses, disbursements and advances shall constitute additional Debt hereunder and shall survive the satisfaction and discharge
of this Indenture. The Issuer and the Holders agree that such additional Debt shall be secured by a Lien prior to that of the Debt
Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of
principal of, and premium, if any, or interest on, particular Debt Securities.


 




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When the Trustee incurs
expenses or renders services after an Event of Default specified in Sections 6.01(e) or 6.01(f) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any bankruptcy, insolvency, reorganization or other
similar law.


 


Section 7.07    Right
of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed. Except as otherwise provided
in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.


 


Section 7.08    Separate
Trustee; Replacement of Trustee. The Issuer may, but need not, appoint a separate Trustee for any one or more series of Debt
Securities. The Trustee may resign with respect to one or more or all series of Debt Securities at any time by giving notice to
the Issuer. The Holders of a majority in principal amount of the Debt Securities of a particular series may remove the Trustee
for such series and only such series by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the
Trustee if:


 


(a)          the
Trustee fails to comply with Section 7.10;


 


(b)          the
Trustee is adjudged bankrupt or insolvent;


 


(c)          a
Custodian takes charge of the Trustee or its property; or


 


(d)          the
Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns,
is removed by the Issuer or by the Holders of a majority in principal amount of the Debt Securities of a particular series and
such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason
(the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.
No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable requirements of this Section 7.08.


 




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A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Debt Securities of each applicable
series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the
Lien provided for in Section 7.06.


 


If a successor Trustee
does not take office within 60 days after the retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the Holders of 25% in principal amount of the Debt Securities of any applicable series may petition any court of competent jurisdiction
for the appointment of a successor Trustee for the Debt Securities of such series.


 


If the Trustee fails
to comply with Section 7.10, any Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee for the Debt Securities of such series.


 


Notwithstanding the
replacement of the Trustee pursuant to this Section 7.08, Issuer’s obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee.


 


In the case of the
appointment hereunder of a separate or successor trustee with respect to the Debt Securities of one or more series, the Issuer,
any retiring Trustee and each successor or separate Trustee with respect to the Debt Securities of any applicable series shall
execute and deliver an Indenture supplemental hereto (i) which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Debt Securities of any series
as to which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (ii) that 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 separate, retiring or successor 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.


 


Section 7.09    Successor
Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the successor Trustee.


 


In case at the time
such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Debt Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor trustee, and deliver such Debt Securities so authenticated; and in case at
that time any of the Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate such Debt
Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture provided that the
certificate of the Trustee shall have.


 




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Section 7.10    Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. No
obligor upon the Debt Securities of a particular series or Person directly or indirectly controlling, controlled by or under common
control with such obligor shall serve as Trustee upon the Debt Securities of such series. The Trustee shall comply with Section
310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA this Indenture
or any indenture or indentures under which other securities or certificates of interest or participation in other securities of
the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met.


 


Section 7.11    Preferential
Collection of Claims Against Issuer. The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship
listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to
the extent indicated therein.


 


Section 7.12    Compliance
with Tax Laws. The Trustee hereby agrees to comply with all U.S. Federal income tax information reporting and withholding requirements
applicable to it with respect to payments of premium (if any) and interest on the Debt Securities, whether acting as Trustee, Registrar,
paying agent or otherwise with respect to the Debt Securities.


 


ARTICLE
VIII

CONCERNING THE HOLDERS


 


Section 8.01    Evidence
of Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any or all series may take action (including the making of any demand or request, the giving of
any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by Holders in Person or by agent or proxy appointed in writing, by the record of the Holders voting in favor
thereof at any meeting of Holders duly called and held in accordance with the provisions of Section 5.02 or by a combination of
such instrument or instruments and any such record of such a meeting of Holders.


 


Section 8.02    Proof
of Execution of Instruments and of Holding of Debt Securities. Subject to the provisions of Sections 7.01, 7.02 and 13.09,
proof of the execution of any instrument by a Holder or his agent or proxy shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.
The ownership of Debt Securities of any series shall be proved by the Debt Security Register or by a certificate of the Registrar
for such series. The Trustee may require such additional proof of any matter referred to in this Section 8.02 as it shall deem
necessary.


 




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Section 8.03    Who
May Be Deemed Owner of Debt Securities. Prior to due presentment for registration of transfer of any Debt Security, the Issuer,
the Trustee, any paying agent and any Registrar may deem and treat the Person in whose name any Debt Security shall be registered
upon the books of the Issuer as the absolute owner of such Debt Security (whether or not such Debt Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the
principal of and premium, if any, and (subject to Section 2.12) interest on such Debt Security and for all other purposes, and
neither the Issuer nor the Trustee nor any paying agent nor any Registrar shall be affected by any notice to the contrary; and
all such payments so made to any such Holder for the time being, or upon his order, shall be valid and, to the extent of the sum
or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Debt Security.


 


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


 


Section 8.04    Instruments
Executed by Holders Bind Future Holders. At any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt Securities
of any series specified in this Indenture in connection with such action and subject to the following paragraph, any Holder of
a Debt Security which is shown by the evidence to be included in the Debt Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its corporate trust office and upon proof of holding as provided in Section
8.02, revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any
Debt Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Debt Security and
of any Debt Security issued upon transfer thereof or in exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon such Debt Security or such other Debt Securities. Any action taken by the Holders of the percentage
in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action shall
be conclusively binding upon the Issuer, the Trustee and the Holders of all the Debt Securities of such series.


 


The Issuer may, but
shall not be obligated to, fix a record date for the purpose of determining the Holders of Debt Securities entitled to give their
consent or take any other action required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were Holders of Debt Securities at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously
given or to take any such action, whether or not such Persons continue to be Holders of Debt Securities after such record date.
No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the Holders of
the percentage in aggregate principal amount of the Debt Securities of such series specified in this Indenture shall have been
received within such 120-day period.


 




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ARTICLE
IX

SUPPLEMENTAL INDENTURES


 


Section 9.01    Purposes
for Which Supplemental Indenture May Be Entered into Without Consent of Holders. The Issuer, when authorized by resolutions
of the Board of Directors, and the Trustee may from time to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution
thereof) for one or more of the following purposes:


 


(a)          to
evidence the succession pursuant to Article X of another Person to the Issuer, or successive successions, and the assumption by
the Successor Company (as defined in Section 10.01) of the covenants, agreements and obligations of the Issuer in this Indenture
and in the Debt Securities;


 


(b)          to
surrender any right or power herein conferred upon the Issuer or to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions for the protection of the Holders of all or any series of Debt Securities (and if such covenants
are to be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included
solely for the benefit of such series) as the Board of Directors shall consider to be for the protection of the Holders of such
Debt Securities, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants,
restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture; provided, that in respect of any such additional covenant, restriction, condition or provision
such supplemental Indenture may provide for a particular period of grace after Default (which period may be shorter or longer than
that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies
available to the Trustee upon such Default or may limit the right of the Holders of a majority in aggregate principal amount of
any or all series of Debt Securities to waive such default;


 


(c)          to
cure any ambiguity or omission or to correct or supplement any provision contained herein, in any supplemental Indenture or in
any Debt Securities of any series that may be defective or inconsistent with any other provision contained herein, in any supplemental
Indenture or in the Debt Securities of such series; to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely
affect the interests of any Holders of Debt Securities of any series;


 


(d)          to
modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any Indenture supplemental
hereto under the TIA as then in effect, except that nothing herein contained shall permit or authorize the inclusion in any Indenture
supplemental hereto of the provisions referred to in Section 316(a)(2) of the TIA;


 


(e)          to
add to or change any of the provisions of this Indenture to change or eliminate any restrictions on the payment of principal of,
or premium, if any, on, Debt Securities; provided, that any such action shall not adversely affect the interests of the Holders
of Debt Securities of any series in any material respect or permit or facilitate the issuance of Debt Securities of any series
in uncertificated form;


 




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(f)          to
secure any or all of the Debt Securities;


 


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


 


(h)          to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Debt Securities; provided,
however, that any such addition, change or elimination not otherwise permitted under this Section 9.01 shall neither apply to any
Debt Security of any series created prior to the execution of such supplemental Indenture and entitled to the benefit of such provision
nor modify the rights of the Holder of any such Debt Security with respect to such provision or shall become effective only when
there is no such Debt Security Outstanding;


 


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


 


(j)          to
establish the form or terms of Debt Securities of any series as permitted by Sections 2.01 and 2.03.


 


The Trustee is hereby
authorized to join with the Issuer in the execution of any such supplemental Indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such supplemental Indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental Indenture
authorized by the provisions of this Section 9.01 may be executed by the Issuer and the Trustee without the consent of the Holders
of any of the Debt Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.


 


Section 9.02    Modification
of Indenture with Consent of Holders of Debt Securities. Without notice to any Holder but with the consent (evidenced as provided
in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of
each series affected by such supplemental Indenture (including consents obtained in connection with a tender offer or exchange
offer for any such series of Debt Securities), the Issuer, when authorized by resolutions of the Board of Directors, and the Trustee
may from time to time and at any time enter into an Indenture or Indentures supplemental hereto (which shall conform to the provisions
of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental Indenture or of modifying in any manner the rights
of the Holders of the Debt Securities of such series; provided, that no such supplemental Indenture, without the consent of the
Holders of each Debt Security so affected, shall: reduce the percentage in principal amount of Debt Securities of any series whose
Holders must consent to an amendment; reduce the rate of or extend the time for payment of interest on any Debt Security; reduce
the principal of or extend the Stated Maturity of any Debt Security; reduce the premium payable upon the redemption of any Debt
Security or change the time at which any Debt Security may or shall be redeemed in accordance with Article III; make any Debt Security
payable in currency other than the Dollar; impair the right of any Holder to receive payment of premium, if any, principal of and
interest on such Holder’s Debt Securities on or after the due dates therefor or to institute suit for the enforcement of
any payment on or with respect to such Holder’s Debt Securities; release any security that may have been granted in respect
of the Debt Securities; or make any change in Section 6.06 or this Section 9.02.


 




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


 


Upon the request of
the Issuer, accompanied by a copy of resolutions of the Board of Directors authorizing the execution of any such supplemental Indenture,
and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Issuer
in the execution of such supplemental Indenture unless such supplemental Indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental Indenture.


 


It shall not be necessary
for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental Indenture, but
it shall be sufficient if such consent shall approve the substance thereof.


 


After an amendment
under this Section 9.02 becomes effective, the Issuer shall mail to Holders of Debt Securities of each series affected thereby
a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.02.


 


Section 9.03    Effect
of Supplemental Indentures. Upon the execution of any supplemental Indenture pursuant to the provisions of this Article IX,
this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations
of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer and the Holders shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental Indenture shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.


 


The Trustee, subject
to the provisions of Sections 7.01 and 7.02, may receive an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental Indenture complies with the provisions of this Article IX.


 




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Section 9.04    Debt
Securities May Bear Notation of Changes by Supplemental Indentures. Debt Securities of any series authenticated and delivered
after the execution of any supplemental Indenture pursuant to the provisions of this Article IX 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. New Debt
Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification
of this Indenture contained in any such supplemental Indenture may be prepared and executed by the Issuer, authenticated by the
Trustee and delivered in exchange for the Debt Securities of such series then Outstanding. Failure to make the appropriate notation
or to issue a new Debt Security of such series shall not affect the validity of such amendment.


 


ARTICLE
X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section 10.01    Consolidations
and Mergers of the Issuer. The Issuer shall not consolidate or amalgamate with or merge with or into any Person, or sell, convey,
transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a
series of related transactions, except (1) in accordance with the provisions of its partnership agreement, and (2) unless: (a)
either (i) the Issuer shall be the continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person
if other than the such Issuer (the “Successor Company”), shall expressly assume, by an Indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under this Indenture
and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction (and treating any Debt
which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction
as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default
would occur or be continuing; and (c) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that such consolidation, amalgamation, merger or disposition and such supplemental Indenture (if any)
comply with this Indenture.


 


Section 10.02    Rights
and Duties of Successor Company. In case of any consolidation, amalgamation or merger in respect of the Issuer where the Issuer
is not the continuing Person, or disposition of all or substantially all of the assets of the Issuer in accordance with Section
10.01, the Successor Company shall succeed to and be substituted for the Issuer with the same effect as if it had been named herein
as the respective party to this Indenture, and the predecessor entity shall be released from all liabilities and obligations under
this Indenture and the Debt Securities, except that no such release will occur in the case of a lease of all or substantially all
of its assets. The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the
Issuer, any or all the Debt Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered
to the Trustee; and, upon the order of the Successor Company, instead of the Issuer, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously
shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Debt Securities which
the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities
so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all such Debt Securities had been issued at the date
of the execution hereof.


 




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In case of any such
consolidation, amalgamation, merger, sale or disposition such changes in phraseology and form (but not in substance) may be made
in the Debt Securities thereafter to be issued as may be appropriate.


 


ARTICLE
XI

SATISFACTION AND DISCHARGE OF

INDENTURE; DEFEASANCE; UNCLAIMED MONEYS


 


Section 11.01    Applicability
of Article. The provisions of this Article XI relating to defeasance of Debt Securities shall be applicable to each series
of Debt Securities except as otherwise specified pursuant to Section 2.03 for Debt Securities of such series.


 


Section 11.02    Satisfaction
and Discharge of Indenture; Defeasance.


 


(a)          If
at any time the Issuer shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated
and delivered (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in
trust and thereafter repaid to the Issuer as provided in Section 11.05) or all Debt Securities of such series not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year
or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption,
and the Issuer shall deposit with the Trustee as trust funds the entire amount in cash sufficient to pay at maturity or upon redemption
all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium,
if any, and interest due or to become due on such date of Stated Maturity or redemption date, as the case may be, and if in either
case the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease
to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein
expressly provided for) with respect to the Debt Securities of such series, and the Trustee, on demand of the Issuer accompanied
by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.


 


(b)          Subject
to Sections 11.02(c), 11.03 and 11.07, the Issuer at any time may terminate, with respect to Debt Securities of a particular series,
all its obligations under the Debt Securities of such series and this Indenture with respect to the Debt Securities of such series
(“legal defeasance option”) or the operation of (x) any covenant made applicable to such Debt Securities pursuant to
Section 2.03, (y) Sections 6.01(d) and 6.01(g) (“covenant defeasance option”). The Issuer may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option.


 


If the Issuer exercises
its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of
Default. If the Issuer exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not
be accelerated because of an Event of Default specified in Sections 6.01(d) and 6.01(g).


 




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Upon satisfaction of
the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those
obligations that the Issuer terminates.


 


(c)          Notwithstanding
clauses (a) and (b) above, the Issuer’s obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and 11.07
shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuer’s obligations
in Sections 7.06, 11.05 and 11.06 shall survive.


 


Section 11.03    Conditions
of Defeasance. The Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to Debt Securities
of a particular series only if:


 


(a)          the
Issuer irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, and
premium, if any, and interest on, the Debt Securities of such series to Stated Maturity or redemption, as the case may be;


 


(b)          the
Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing its opinion
that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus
any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal,
premium and interest when due on all the Debt Securities of such series to Stated Maturity or redemption, as the case may be;


 


(c)          91
days pass after the deposit is made and during the 91-day period no Default specified in Sections 6.01(e) or 6.01(f) with respect
to the Issuer occurs which is continuing at the end of the period;


 


(d)          no
Default has occurred and is continuing on the date of such deposit and after giving effect thereto;


 


(e)          the
deposit does not constitute a default under any other agreement binding on the Issuer;


 


(f)          the
Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute,
or is qualified as, a regulated investment company under the Investment Company Act of 1940;


 


(g)          in
the event of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that the
Issuer has received from the Internal Revenue Service a ruling, or since the date of this Indenture there has been a change in
the applicable Federal income tax law, in either case of the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as
a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred;


 




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(h)          in
the event of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a
result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not occurred; and


 


(i)          the
Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
to the defeasance and discharge of the Debt Securities of such series as contemplated by this Article XI have been complied with.


 


Before or after a deposit,
the Issuer may make arrangements satisfactory to the Trustee for the redemption of Debt Securities of such series at a future date
in accordance with Article III.


 


Section 11.04    Application
of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article
XI. It shall apply the deposited money and the money from U.S. Government Obligations through any paying agent and in accordance
with this Indenture to the payment of principal of, and premium, if any, and interest on, the Debt Securities of the defeased series.


 


Section 11.05    Repayment
to Issuer. The Trustee and any paying agent shall promptly turn over to the Issuer upon request any excess money or securities
held by them at any time.


 


Subject to any applicable
abandoned property law, the Trustee and any paying agent shall pay to the Issuer upon request any money held by them for the payment
of principal, premium or interest that remains unclaimed for two years, and, thereafter, Holders entitled to such money must look
to the Issuer for payment as general creditors.


 


Section 11.06    Indemnity
for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee and the Holders against any tax, fee
or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations.


 


Section 11.07    Reinstatement.
If the Trustee or any paying agent is unable to apply any money or U.S. Government Obligations in accordance with this Article
XI by reason of any legal proceeding or by reason of any order or judgment of any court or government authority enjoining, restraining
or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Debt Securities of the defeased
series shall be revived and reinstated as though no deposit had occurred pursuant to this Article XI until such time as the Trustee
or any paying agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article XI.


 


ARTICLE
XII

[RESERVED]


 


This Article XII has
been intentionally omitted.


 




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ARTICLE
XIII

MISCELLANEOUS PROVISIONS


 


Section 13.01    Successors
and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Issuer or the Trustee shall bind their respective successors and assigns, whether so expressed or not.


 


Section 13.02    Acts
of Board, Committee or Officer of Successor Company Valid. Any act or proceeding by any provision of this Indenture authorized
or required to be done or performed by any board, committee or officer of the Issuer shall and may be done and performed with like
force and effect by the like board, committee or officer of any Successor Company.


 


Section 13.03    Required
Notices or Demands. Any notice or communication by the Issuer or the Trustee to the others is duly given if in writing (in
the English language) and delivered in Person or mailed by registered or certified mail (return receipt requested), telecopier
or overnight air courier guaranteeing next day delivery, to the other’s address:


 


If to the Issuer:


 


Höegh LNG Partners LP


Attention: Chief Executive Officer


Wessex House, 5th Floor


45 Reid Street


Hamilton, HM12 Bermuda


+441-295-6815


 


If to the Trustee:


 


[                               ]


[                               ]


[                               ]


[                               ]


 


The Issuer or the Trustee
by notice to the others may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications
shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; on the first Business Day on or after being sent, if telecopied and the sender
receives confirmation of successful transmission; and the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.


 


Any notice required
or permitted to a Holder by the Issuer or the Trustee pursuant to the provisions of this Indenture shall be deemed to be properly
mailed by being deposited postage prepaid in a post office letter box in the United States addressed to such Holder at the address
of such Holder as shown on the Debt Security Register. Any report pursuant to Section 313 of the TIA shall be transmitted in compliance
with subsection (c) therein.


 




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Notwithstanding the
foregoing, any notice to Holders of Floating Rate Debt Securities regarding the determination of a periodic rate of interest, if
such notice is required pursuant to Section 2.03, shall be sufficiently given if given in the manner specified pursuant to Section
2.03.


 


In the event of suspension
of regular mail service or by reason of any other cause it shall be impracticable to give notice by mail, then such notification
as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder.


 


In the event it shall
be impracticable to give notice by publication, then such notification as shall be given with the approval of the Trustee shall
constitute sufficient notice for every purpose hereunder.


 


Failure to mail a notice
or communication to a Holder or any defect in it or any defect in any notice by publication as to a Holder shall not affect the
sufficiency of such notice with respect to other Holders. If a notice or communication is mailed or published in the manner provided
above, it is conclusively presumed duly given.


 


Section 13.04    Indenture
and Debt Securities to Be Construed in Accordance with the Laws of the State of New York. THIS INDENTURE AND EACH DEBT SECURITY
SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SAID STATE.


 


Section 13.05    Officers’
Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Issuer. Upon any application or demand
by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent
have been complied with, except that in the case of any such application or demand as to which the furnishing of such document
is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate
or opinion need be furnished.


 


Each certificate or
opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (a) a statement that the Person making such certificate or opinion has read such covenant or
condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based, (c) a statement that, in the opinion of such Person, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has
been complied with and (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been
complied with.


 




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Section 13.06    Payments
Due on Legal Holidays. In any case where the date of maturity of interest on or principal of and premium, if any, on the Debt
Securities of a series or the date fixed for redemption or repayment of any Debt Security or the making of any sinking fund payment
shall not be a Business Day at any Place of Payment for the Debt Securities of such series, then payment of interest or principal
and premium, if any, or the making of such sinking fund payment need not be made on such date at such Place of Payment, 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 date of maturity
or the date fixed for redemption, and no interest shall accrue for the period after such date. If a record date is not a Business
Day, the record date shall not be affected.


 


Section 13.07    Provisions
Required by TIA to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture which is required to be included in this Indenture by any of Sections 310 to 318, inclusive,
of the TIA, such required provision shall control.


 


Section 13.08    Computation
of Interest on Debt Securities. Interest, if any, on the Debt Securities shall be computed on the basis of a 360-day year of
twelve 30-day months, except as may otherwise be provided pursuant to Section 2.03.


 


Section 13.09    Rules
by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar
and any paying agent may make reasonable rules for their functions.


 


Section 13.10    No
Recourse Against Others. The General Partner and its directors, officers, employees and members, as such, shall have no liability
for any obligations of the Issuer under the Debt Securities, this Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. By accepting a Debt Security, each Holder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the Debt Securities.


 


Section 13.11    Severability.
In case any provision in this Indenture or the Debt Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 13.12    Effect
of Headings. The article and section headings herein and in the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


Section 13.13    Indenture
May Be Executed in Counterparts. This Indenture 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.


 


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


 


	 	HÖEGH LNG PARTNERS LP
	 	 	 
	 	By:	 
	 	 	Name:	Richard Tyrrell
	 	 	Title:	Chief Executive Officer and Chief Financial Officer
	 	 	 	 
	 	[TRUSTEE]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


Signature
Page to

Höegh LNG Partners LP Indenture (Senior Debt Securities)