Exhibit 4.6



 


INDENTURE


 





Dated as of [____________], [____]


 


Between


 


LUMENT FINANCE TRUST, INC.,


 


as Issuer


 


and


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,


 


as Trustee


 


Subordinated Debt Securities


 









     


     


    

 


CERTAIN SECTIONS OF THIS INDENTURE

RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE,

OF THE TRUST INDENTURE ACT OF 1939


 


	
    Trust Indenture
    Act Section
	 	
    Indenture
    Section

	Section 310(a)(1)	 	Section 609
	(a)(2)	 	Section 609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	Section 608
	 	 	Section 610
	Section 311(a)	 	Section 613
	(b)	 	Section 613
	Section 312(a)	 	Section 701
	 	 	Section 702
	(b)	 	Section 702
	(c)	 	Section 702
	Section 313(a)	 	Section 703
	(b)	 	Section 703
	(c)	 	Section 703
	(d)	 	Section 703
	Section 314(a)	 	Section 704
	(a)(4)	 	Section 1004
	(b)	 	Not Applicable
	(c)(1)	 	Section 102
	(c)(2)	 	Section 102
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	Section 102
	Section 315(a)	 	Section 601
	(b)	 	Section 602
	(c)	 	Section 601
	(d)	 	Section 601
	(e)	 	Section 513
	Section 316(a)	 	Section 101
	(a)(1)(A)	 	Section 502
	 	 	Section 511
	(a)(1)(B)	 	Section 512
	(a)(2)	 	Not Applicable
	(b)	 	Section 508
	(c)	 	Section 104
	Section 317(a)(1)	 	Section 504
	(a)(2)	 	Section 504
	(b)	 	Section 1003
	Section 318(a)	 	Section 107


 


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


 






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TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	RECITALS	 	1
	 	 	 
	ARTICLE I        DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 101	Definitions	1
	Section 102	Compliance Certificates and Opinions	7
	Section 103	Form of Documents Delivered to Trustee	7
	Section 104	Acts of Holders; Record Dates	7
	Section 105	Notices, Etc., to Trustee and Company	9
	Section 106	Notice to Holders; Waiver	9
	Section 107	Conflict with Trust Indenture Act	9
	Section 108	Effect of Headings and Table of Contents	10
	Section 109	Successors and Assigns	10
	Section 110	Separability Clause	10
	Section 111	Benefits of Indenture	10
	Section 112	Governing Law; Submission to Jurisdiction	10
	Section 113	Legal Holidays	10
	Section 114	No Recourse Against Others	11
	Section 115	Waiver of Jury Trial	11
	Section 116	Compliance with Applicable Law	11
	Section 117	Entire Agreement	11
	 	 	 
	ARTICLE II        SECURITY
FORMS	11
	 	 	 
	Section 201	Forms Generally	11
	Section 202	Form of Legend for Global Securities	12
	Section 203	Form of Trustee’s Certificate of Authentication	12
	 	 	 
	ARTICLE III        THE
SECURITIES	12
	 	 	 
	Section 301	Amount Unlimited; Issuable in Series	12
	Section 302	Denominations	15
	Section 303	Execution, Authentication, Delivery and Dating	15
	Section 304	Temporary Securities	16
	Section 305	Registration, Registration of Transfer and Exchange	16
	Section 306	Mutilated, Destroyed, Lost and Stolen Securities	17
	Section 307	Payment of Interest; Interest Rights Preserved	18
	Section 308	Persons Deemed Owners	19
	Section 309	Cancellation	19
	Section 310	Computation of Interest	19
	Section 311	CUSIP or ISIN Numbers	19
	Section 312	Original Issue Discount	19
	Section 313	General Provisions Relating to Global Securities	20
	Section 314	No Gross Up	20
	 	 	 
	ARTICLE IV        SATISFACTION
AND DISCHARGE	20
	 	 	 
	Section 401	Satisfaction and Discharge of Indenture	20
	Section 402	Application of Trust Money	21
	 	 	 
	ARTICLE V        REMEDIES	21
	 	 	 
	Section 501	Events of Default	21
	Section 502	Acceleration of Maturity; Rescission and Annulment	23
	Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	23
	Section 504	Trustee May File Proofs of Claim	24
	Section 505	Trustee May Enforce Claims Without Possession of Securities	24



 






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	Section 506	Application of Money Collected	24
	Section 507	Limitation on Suits	25
	Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities	25
	Section 509	Rights and Remedies Cumulative	25
	Section 510	Delay or Omission Not Waiver	26
	Section 511	Control by Holders	26
	Section 512	Waiver of Past Defaults	26
	Section 513	Undertaking for Costs	26
	Section 514	Waiver of Usury, Stay or Extension Laws	26
	Section 515	Restoration of Rights and Remedies	27
	 	 	 
	ARTICLE VI        THE
TRUSTEE	27
	 	 	 
	Section 601	Certain Duties and Responsibilities of Trustee	27
	Section 602	Notice of Defaults	28
	Section 603	Certain Rights of Trustee	28
	Section 604	Not Responsible for Recitals or Issuance of Securities	29
	Section 605	May Hold Securities	29
	Section 606	Money Held in Trust	30
	Section 607	Compensation and Reimbursement	30
	Section 608	Conflicting Interests	30
	Section 609	Corporate Trustee Required; Eligibility	31
	Section 610	Resignation and Removal; Appointment of Successor	31
	Section 611	Acceptance of Appointment by Successor	32
	Section 612	Merger, Conversion, Consolidation or Succession to Business	33
	Section 613	Preferential Collection of Claims Against Company	33
	Section 614	Trustee’s Application for Instructions from the Company	33
	 	 	 
	ARTICLE VII        HOLDERS’
LISTS AND REPORTS BY THE TRUSTEE AND THE COMPANY	33
	 	 	 
	Section 701	Company to Furnish Trustee Names and Addresses of Holders	33
	Section 702	Preservation of Information; Communications to Holders	33
	Section 703	Reports by Trustee	34
	Section 704	Reports by the Company	34
	 	 	 
	ARTICLE VIII        CONSOLIDATION,
MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS	34
	 	 	 
	Section 801	Company May Merge or Transfer Assets on Certain Terms	34
	Section 802	Successor Person Substituted	34
	 	 	 
	ARTICLE IX        SUPPLEMENTAL
INDENTURES	34
	 	 	 
	Section 901	Supplemental Indentures Without Consent of Holders	34
	Section 902	Supplemental Indentures With Consent of Holders	35
	Section 903	Execution of Supplemental Indentures	36
	Section 904	Effect of Supplemental Indentures	37
	Section 905	Conformity with Trust Indenture Act	37
	Section 906	Notice of Supplemental Indenture; Reference in Securities to Supplemental Indentures	37
	Section 907	Subordination Unimpaired	37
	 	 	 
	ARTICLE X        COVENANTS	37
	 	 	 
	Section 1001	Payment of Principal, Premium, if any, and Interest	37
	Section 1002	Maintenance of Office or Agency	37
	Section 1003	Money for Securities Payments to Be Held in Trust	38
	Section 1004	Statement by Officers as to Default	39
	Section 1005	Waiver of Certain Covenants	39



 






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	ARTICLE XI        REDEMPTION
OF SECURITIES	39
	 	 	 
	Section 1101	Applicability of Article	39
	Section 1102	Election to Redeem; Notice to Trustee	39
	Section 1103	Selection by Trustee of Securities to Be Redeemed	39
	Section 1104	Notice of Redemption	40
	Section 1105	Deposit of Redemption Price	41
	Section 1106	Securities Payable on Redemption Date	41
	Section 1107	Securities Redeemed in Part	41
	 	 	 
	ARTICLE XII        SINKING
FUNDS	41
	 	 	 
	Section 1201	Applicability of Article	41
	Section 1202	Satisfaction of Sinking Fund Payments with Securities	42
	Section 1203	Redemption of Securities for Sinking Fund	42
	 	 	 
	ARTICLE XIII        DEFEASANCE
AND COVENANT DEFEASANCE	42
	 	 	 
	Section 1301	Company’s Option to Effect Defeasance or Covenant Defeasance	42
	Section 1302	Defeasance and Discharge	42
	Section 1303	Covenant Defeasance	43
	Section 1304	Conditions to Defeasance or Covenant Defeasance	43
	Section 1305	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	44
	Section 1306	Reinstatement	44
	 	 	 
	ARTICLE XIV        SUBORDINATION
OF SECURITIES	45
	 	 	 
	Section 1401	Subordination Terms	45
	Section 1402	Trustee and Holders May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Indebtedness	46
	Section 1403	Payment Permitted if No Default	46
	Section 1404	Trustee Not Charged with Knowledge of Prohibition	47
	Section 1405	Trustee to Effect Subordination	47
	Section 1406	Rights of Trustee as Holder of Senior Indebtedness	47
	Section 1407	Provisions Applicable to Paying Agents	47
	Section 1408	Trustee Not Fiduciary for Holders of Senior Indebtedness	47
	 	 	 
	ARTICLE XV        MISCELLANEOUS	48
	 	 	 
	Section 1501	Counterparts	48



 






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INDENTURE, dated as of [____________],
[____], between Lument Finance Trust, Inc., a corporation duly organized and existing under the laws of Maryland (the “Company”),
and Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”).


 


RECITALS


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101     Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


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



 


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



 


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



 


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



 


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



 


		(6)	“including” means including without limitation;



 


		(7)	when used with respect to any Security, the words “convert,” “converted” and “conversion”
are intended to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or other property
in accordance with such terms, if any, as may hereafter be specified for such Security as contemplated by Section 301,
and these words are not intended to refer to any right of the Holder or the Company to exchange such Security for other Securities of
the same series and of like tenor pursuant to Section 304, 305, 306, 906 or 1107 or
another similar provisions of this Indenture, unless the context otherwise requires; and references herein to the terms of any Security
that may be converted mean such terms as may be specified for such Security as contemplated in Section 301; and



 


		(8)	unless otherwise provided, references to agreements and other instruments shall be deemed to include all
amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications
are not prohibited by the terms of this Indenture.



 






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


 


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


 


“Agent” shall
mean the Trustee acting in its capacity as Paying Agent or Registrar, any other Paying


Agent or Registrar appointed
by the Company and any other agent appointed to act for the Trustee or the Company.


 


“Applicable Law”
has the meaning specified in Section 116.


 


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


 


“Bankruptcy Law”
means Title 11, United States Code, or any similar Federal or state or foreign law for the relief of debtors.


 


“Business Day”
means, when used with respect to any Place of Payment, unless otherwise specified as contemplated by Section 301, any
day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies are authorized or obligated
by law, regulation or executive order to close in that Place of Payment.


 


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


 


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


 


“Company Request”
or “Company Order” means a written request or order signed by or on behalf of the Company by an Officer thereof (or
any Person designated in writing as authorized to execute and deliver Company Requests and Company Orders), and delivered to the Trustee.


 


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


 


“Corporate Trust
Office” means the principal office of the Trustee at which, at any particular time, its corporate trust business shall be conducted,
which office shall initially be located at 350 Park Ave., New York, NY 10022, Attention: Account Administrator, or at any other time at
such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of
any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).


 


“Covenant Defeasance”
has the meaning specified in Section 1303.


 


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


 


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


 


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


 






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“Defeasance”
has the meaning specified in Section 1302.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.


 


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


 


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


 


“Expiration Date”
has the meaning specified in Section 104.


 


“FATCA Withholding
Tax” shall mean any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the
Internal Revenue Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code (or any regulations or
agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction
facilitating the implementation thereof (or any law implementing such an intergovernmental agreement).


 


“GAAP”
means generally accepted accounting principles in the United States (including, if applicable, International Financial Reporting
Standards) as in effect from time to time.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 202 (or
such legend as may be specified as contemplated by Section 301 for such Securities).


 


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


 


“Indenture”
means this Indenture as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this Indenture and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 301.


 


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


 


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


 


“Internal Revenue
Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.


 


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


 


“Notice of Default”
means a written notice of the kind specified in Section 501.


 


“obligor”
has the meaning given to such term in the Trust Indenture Act.


 


“Officer”
means any Chairman, any Co-Chairman, any Vice Chairman, any Chief Executive Officer, any Co-Chief Executive Officer, any President, any
Co-President, any Chief Operating Officer, any Co-Chief Operating Officer, the Treasurer, any Vice President, any Assistant Treasurer,
the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Secretary or the Assistant Secretary of the Company.


 






    3


     


    

 


“Officer’s
Certificate” means a certificate signed on behalf of the Company by an officer and delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel (who may be counsel for, including an employee of, the Company) and who shall be reasonably acceptable
to the Trustee.


 


“Original Issue Discount
Security” means any 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 502.


 


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


 


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



 


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



 


		(3)	Securities as to which Defeasance has been effected pursuant to Section 1302;



 


		(4)	Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a protected purchaser
in whose hands such Securities are valid obligations of the Company; and



 


		(5)	Securities as to which any property deliverable upon conversion thereof has been delivered (or such delivery
has been made available), or as to which any other particular conditions have been satisfied, in each case as may be provided for such
Securities as contemplated in Section 301;



 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date,
(A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount
of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301,
(C) the principal amount of a Security denominated in one or more foreign currencies, composite currencies or currency units which
shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated
by Section 301, of the principal amount of such Security (or, in the case of a Security described in clause (A) or
(B) above, of the amount determined as provided in such clause), and (D) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding (except
in the case where the Securities are 100% owned by the Company or any Affiliate of the Company), except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action,
only Securities which a Responsible Officer actually knows to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor.


 






    4


     


    

 


“Paying Agent”
means any Person authorized by the Company to pay the principal of or premium, if any, or interest on any Securities on behalf of the
Company.


 


“Permitted Jurisdictions”
means the laws of the United States of America or any state thereof.


 


“Person”
means an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity including
government or political subdivision or an agency or instrumentality thereof.


 


“Place of Payment”
means, when used with respect to the Securities of any series, the place or places where the principal of and premium, if any, and interest
on the Securities of such series are payable as specified as contemplated by Section 301.


 


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


 


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


 


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


 


“Regular Record Date”
means, for the interest payable on any Interest Payment Date on the Securities of any series, the date specified for that purpose as contemplated
by Section 301.


 


“Repayment Date”
means, when used with respect to a Security to be repaid at the option of a Holder, the date fixed for such repayment by or pursuant to
this Indenture.


 


“Responsible Officer”
means with respect to the Trustee, any officer assigned to the Corporate Trust Group (or any successor division or unit) of the Trustee
located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture and,
for the purposes of Section 601(3)(B) and the second sentence of Section 602, shall also include
any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity
with the particular subject who shall have direct responsibility for the administration of this Indenture.


 


“Securities”
has the meaning specified in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.


 


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


 


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


 


“Senior Indebtedness”
means the principal of (and premium, if any) and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy
at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable
law) on any indebtedness for money borrowed of the Company, incurred or assumed, whether or not evidenced by securities, notes, debentures,
bonds or other similar instruments issued by the Company, unless, in the case of any particular indebtedness, the instrument creating
or evidencing the same or pursuant to which the same is outstanding expressly provides that such indebtedness shall rank pari
passu with or be subordinated in right of payment to the Securities. Notwithstanding the foregoing, “Senior Indebtedness”
shall not include (i) any indebtedness of the Company to a Subsidiary of the Company or any Affiliate of the Company or any of such
Affiliate’s Subsidiaries, (ii) indebtedness to, or guaranteed on behalf of, any stockholder, director, officer or employee
of the Company or any Subsidiary of the Company or any Affiliate of the Company or any of such affiliate’s Subsidiaries (including,
without limitation, amounts owed for compensation), (iii) indebtedness to trade creditors and other amounts incurred in connection
with obtaining goods, materials or services, (iv) any liability for federal, state, local or other taxes owed or owing by the Company,
(v) that portion of any indebtedness incurred in violation of an incurrence test applicable to a series of the Securities, or (vi) that
portion of any indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United
States Code, is without recourse to the Company.


 






    5


     


    

 



 


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


 


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


 


“Subsidiary”
means any subsidiary of a Person that is or would be consolidated with such Person in the preparation of segment information with respect
to the combined financial statements of such Person prepared in accordance with GAAP. For the avoidance of doubt, a Subsidiary shall not
include (a) any private equity or other investment fund or vehicle or (b) any portfolio company of any such fund or vehicle.


 


“Substantially All
Merger” means a merger or consolidation of the Company with or into another Person that would, in one or a series of related
transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets
of the Company taken as a whole to any other Person.


 


“Substantially All
Sale” means a sale, assignment, transfer, lease or conveyance to any other Person, in one or a series of related transactions,
directly or indirectly, of all or substantially all of the combined assets of the Company taken as a whole to any other Person.


 


“Successor Person”
has the meaning specified in Section 801(1).


 


“Trust Indenture
Act” means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


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


 






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Section 102     Compliance
Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to a Responsible Officer of the Trustee an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion need be furnished.


 


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


 


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



 


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



 


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



 


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



 


Section 103     Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


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


 


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


 


Section 104     Acts
of Holders; Record Dates. Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 601,
conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 104.


 


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


 






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The ownership of Securities
shall be proved by the Security Register.


 


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


 


The Company may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of Securities of such series; provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred
to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant
series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 106.


 


The Trustee may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or
making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 511,
in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date
for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall
cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing
and to each Holder of Securities of the relevant series in the manner set forth in Section 106.


 


With respect to any record
date set pursuant to this Section 104, the party hereto which sets such record dates may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such
change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date.
If an Expiration Date is not designated with respect to any record date set pursuant to this Section 104, the party hereto
which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.


 






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


 


Section 105     Notices,
Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


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



 


		(2)	the Company by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to the attention of the Secretary of the Company at the address of the Company’s principal office
specified in writing to the Trustee by the Company and, until further notice, at 230 Park Avenue, 20th Floor, New York, New
York 10169, Attention: Legal Department, with a copy to Mayer Brown LLP, fax number: (212) 506-2500, Attention: Stuart M. Litwin and
David S. Freed.



 


The Trustee shall have the
right, but shall not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar
unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the
Company. The Trustee shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is,
in fact, a person authorized to give instructions or directions on behalf of the Company; and the Trustee shall have no liability for
any losses, liabilities, costs or expenses incurred or sustained by the Company as a result of such reliance upon or compliance with such
instructions or directions. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk
of interception and misuse by third parties.


 


Section 106     Notice
to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at
such Holder’s address as it appears in the Security Register, not later than the latest date, if any, and not earlier than the earliest
date, if any, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect
to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled
to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 


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


 


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


 


Section 107     Conflict
with Trust Indenture Act. If any provision of this Indenture limits, qualifies or conflicts with a provision of the Trust Indenture
Act which is required under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 






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Whenever this Indenture refers to a provision
of the Trust Indenture Act, that provision is incorporated by reference in and made a part of this Indenture. The Indenture shall also
include those provisions of the Trust Indenture Act required to be included herein by the provisions of the Trust Indenture Reform Act
of 1990. The following Trust Indenture Act terms used in this Indenture have the following meanings:


 


1. “default” means Event
of Default; “


2. indenture securities” means
the Securities;


3. “indenture trustee” means
the Trustee; and


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


 


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


 


Section 108     Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.


 


Section 109     Successors
and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed
or not. All agreements of the Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not.


 


Section 110     Separability
Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 111     Benefits
of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders (and, with respect to the provisions of Article XIV, the holders
of Senior Indebtedness), any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 112     Governing
Law; Submission to Jurisdiction.


 


a)            This
Indenture and the Securities shall be governed by, and construed in accordance with, the law of the State of New York.


 


b)            Each
of the parties hereto:


 


(1)            agrees
that any suit, action or proceeding against it arising out of or relating to this Indenture or the Securities, as the case may be, may
be instituted in any U.S. federal or New York state court sitting in the Borough of Manhattan, New York City, New York (the “Specified
Courts”); and


 


(2)            irrevocably
submits to the non-exclusive jurisdiction of the Specified Courts in any suit, action or proceeding.


 


Section 113     Legal
Holidays. In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Security, or any
date on which a Holder has the right to convert such Holder’s Security, shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically
states that such provision shall apply in lieu of this Section 113)) payment of principal and premium, if any, or interest,
or the Redemption Price or conversion of such Security, need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption
Date or Repayment Date or at the Stated Maturity, or on such conversion date. In the case, however, of Securities of a series bearing
interest at a floating rate, if any Interest Payment Date (other than the Redemption Date, Repayment Date or Stated Maturity) would otherwise
be a date that is not a Business Day, then the Interest Payment Date shall be postponed to the following date which is a Business Day,
unless that Business Day falls in the next succeeding calendar month, in which case the Interest Payment Date will be the immediately
preceding Business Day. No interest shall accrue for the period from and after any such Interest Payment Date, Redemption Date, Repayment
Date, Stated Maturity or conversion date, as the case may be, to the date of such payment.


 






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Section 114     No
Recourse Against Others. A director, partner, officer, employee, member, manager or stockholder as such of the Company shall not have
any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a 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 Securities.


 


Section 115     Waiver
of Jury Trial. EACH OF THE COMPANY, THE TRUSTEE AND THE HOLDERS, BY THEIR ACCEPTANCE OF THE SECURITIES, HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE COMPANY AND
THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.


 


Section 116     Compliance
with Applicable Law. In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines
and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Trustee
shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary to comply with Applicable
Law (and shall timely pay the amounts so withheld or deducted to the applicable governmental authority) for which Wilmington Trust, National
Association shall not have any liability. Each of the Company and the Trustee agrees to reasonably cooperate and, at the reasonable request
of the other, to provide the other with such information as each may have in its possession that is necessary to enable the determination
of whether any payments hereunder are subject to FATCA Withholding Tax


 


Section 117     Entire
Agreement. This Indenture, any supplemental indentures and the exhibits hereto set forth the entire agreement and understanding of
the parties related to this Indenture and supersedes all prior agreements and understandings, oral or written


 


ARTICLE II

SECURITY FORMS


 


Section 201     Forms
Generally. The Securities of each series shall be in substantially such form or forms as shall be established by or pursuant to a
Company Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s
Certificate of the Company pursuant to a Company Resolution, or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable
tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer
executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken
pursuant to a Company Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for
the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Company
Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each
Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security
of such series.


 


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


 






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Section 202     Form of
Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:


 


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


 


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


 


Section 203     Form of
Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following
form:


 


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


 


Dated:


 


Wilmington Trust, National Association, as Trustee


 


	By:	 	 
	 	Authorized Signatory	 



 


ARTICLE III

THE SECURITIES


 


Section 301     Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture
is unlimited.


 


The Securities may be issued
in one or more series. There shall be established in or pursuant to (a) a Company Resolution or pursuant to authority granted by
a Company Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer’s
Certificate of the Company, or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series:


 


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



 


		(2)	the limit, if any, on the aggregate principal amount of the Securities of the series which may be authenticated
and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1106 and
except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);



 


		(3)	the Person to whom any interest on a Security of the series shall be payable, if other than the Person
in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest;



 






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		(4)	the date or dates on which the principal of any Securities of the series is payable or the method used
to determine or extend those dates;



 


		(5)	the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates
from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record
Date for any such interest payable on any Interest Payment Date;



 


		(6)	the place or places where the principal of and premium, if any, and interest on any Securities of the
series shall be payable and the manner in which any payment may be made;



 


		(7)	the period or periods within which, the price or prices at which and the terms and conditions upon which
any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Company Resolution,
the manner in which any election by the Company to redeem the Securities shall be evidenced;



 


		(8)	the obligation or the right, if any, of the Company to redeem or purchase any Securities of the series
pursuant to any sinking fund or at the option of the Holder thereof and the period or periods within which, the price or prices at which
and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;



 


		(9)	if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations
in which any Securities of the series shall be issuable;



 


		(10)	if the amount of principal of or premium, if any, or interest on any Securities of the series may be determined
with reference to a financial or economic measure or index or pursuant to a formula, the manner in which such amounts shall be determined;



 


		(11)	if other than the currency of the United States of America, the currency, currencies or currency units
in which the principal of or premium, if any, or interest on any Securities of the series shall be payable and the manner of determining
the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
in Section 101;



 


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



 


		(13)	if other than the entire principal amount thereof, the portion of the principal amount of any Securities
of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;



 


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



 






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		(15)	if other than by a Company Resolution, the manner in which any election by the Company to defease any
Securities of the series pursuant to Section 1302 or Section 1303 shall be evidenced; whether
any Securities of the series other than Securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject
to Section 1302 or Section 1303; or, in the case of Securities denominated in U.S. dollars and
bearing interest at a fixed rate, if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible
pursuant to Section 1302 or Section 1303 or both such Sections;



 


		(16)	if applicable, that any Securities of the series shall be issuable in whole or in part in the form of
one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 202 and
any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 305 in
which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security
in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee
thereof and any other provisions governing exchanges or transfers of such Global Security;



 


		(17)	any addition to, deletion from or change in the Events of Default which applies to any Securities of the
series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 502;



 


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



 


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



 


		(20)	whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions
upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other
indebtedness of the Company;



 


		(21)	if a party other than Wilmington Trust, National Association is to act as Trustee for the Securities of
such series, the name and Corporate Trust Office of such party;



 


		(22)	any additional or different subordination terms applicable to Securities of the series; and



 


		(23)	any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 901(11)).



 


All Securities of any one
series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Company
Resolution referred to above or pursuant to authority granted by one or more Company Resolutions and, subject to Section 303,
set forth, or determined in the manner provided, in the Officer’s Certificate of the Company referred to above or in any such indenture
supplemental hereto.


 


All Securities of any one
series need not be issued at one time and, unless otherwise provided in or pursuant to the Company Resolution referred to above and, subject
to Section 303, set forth, or determined in the manner provided, in the Officer’s Certificate of the Company referred
to above or pursuant to authority granted by one or more Company Resolutions or in any such indenture supplemental hereto with respect
to a series of Securities, additional Securities of a series may be issued, at the option of the Company, without the consent of any Holder,
at any time and from time to time.


 


If any of the terms of the
series are established by action taken pursuant to a Company Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s
Certificate of the Company setting forth the terms of the series.


 






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Section 302     Denominations.
The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified
as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


Section 303     Execution,
Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by one of its Officers. The signature
on the Securities may be manual, electronic or facsimile.


 


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


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to
the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee
in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series
have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions
as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 601,
shall be fully protected in relying upon, an Opinion of Counsel stating,


 


		(1)	if the form of such Securities has been established by or pursuant to Company Resolution or pursuant to
authority granted by one or more Company Resolutions as permitted by Section 201, that such form has been established
in conformity with the provisions of this Indenture;



 


		(2)	if the terms of such Securities have been established by or pursuant to Company Resolution or pursuant
to authority granted by one or more Company Resolutions as permitted by Section 301, that such terms have been established
in conformity with the provisions of this Indenture; and



 


		(3)	that such Securities, when authenticated by the Trustee and issued and delivered by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general
equitable principles and (iii) an implied covenant of good faith and fair dealing.



 


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


 


Notwithstanding the provisions
of Section 301 and of the preceding paragraph of this Section 303, if all Securities of a series
are not to be originally issued at one time, except in the event that the aggregate principal amount of a series of Outstanding Securities
is increased as contemplated by Section 301, it shall not be necessary to deliver the Officer’s Certificate of
the Company otherwise required pursuant to Section 301 or Opinion of Counsel otherwise required pursuant to this Section 303 at
or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.


 


Each Security shall be dated
the date of its authentication.


 






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No Security shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits
of this Indenture.


 


Section 304     Temporary
Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and, upon Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced,
in any authorized denomination, substantially of the tenor of the definitive Securities of such series in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other variations as the Officer or Officers executing such Securities
may determine, as evidenced by their execution thereof.


 


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


 


Section 305     Registration,
Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for
the purpose of registering Securities and transfers of Securities as herein provided.


 


Upon surrender for registration
of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of like tenor and principal amount.


 


At the option of the Holder,
Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and
principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange
is entitled to receive.


 


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


 


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


 


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


 






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If the Securities of any series
(or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer
of or exchange any Securities of such series (or of such series and specified tenor, as the case may be) during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption
under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer
of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed
in part.


 


Neither the Trustee nor the
Security Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers
between or among Depositary participants or beneficial owners of interests in any Global Security).


 


The provisions of clauses (1), (2), (3) and (4) of
this paragraph shall apply only to Global Securities:


 


		(1)	Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary
designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor,
and each such Global Security shall constitute a single Security for all purposes of this Indenture.



 


		(2)	Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any,
as may be specified as contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary
for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable
or no longer permitted under applicable law to continue as Depositary for such Global Security and a successor Depositary is not appointed
within 90 days, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) subject
to the Applicable Procedures, the Company so directs the Trustee by a Company Order or (D) there shall exist such circumstances,
if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.



 


		(3)	Subject to clause (2) above and to such applicable provisions, if any, as may be specified as contemplated
by Section 301, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security
shall direct.



 


		(4)	Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in
lieu of, a Global Security or any portion thereof, whether pursuant to this Section 305, 304, 306, 906 or 1107 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in
the name of a Person other than the Depositary for such Global Security or a nominee thereof.



 


Section 306     Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee together with such security or indemnity
as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


If there shall be delivered
to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and
of like tenor and principal amount, and bearing a number not contemporaneously outstanding.


 






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


 


Upon the issuance of any new
Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Company and the
fees and expenses of the Trustee and its counsel) connected therewith.


 


Every new Security of any
series issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and
all other Securities of such series duly issued hereunder.


 


The provisions of this Section 306 are
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


 


Section 307     Payment
of Interest; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.


 


Any interest on any Security
of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (the “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:


 


		(1)	The Company may elect to make payment of any Defaulted Interest payable on Securities of a series to the
Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).



 


		(2)	The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful
manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause,
such manner of payment shall be deemed practicable by the Trustee. Notwithstanding the foregoing, any interest which is paid prior to
the expiration of the 30-day period set forth in Section 5.01(1) shall be paid to Holders as of the record date for the Interest
Payment Date for which interest has not been paid.



 






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


 


In the case of any Security
which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security
whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or made available for
payment) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of
business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any
Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable. Notwithstanding
the foregoing, the terms of any Security that may be converted may provide that the provisions of this paragraph do not apply, or apply
with such additions, changes or omissions as may be provided thereby, to such Security.


 


Section 308     Persons
Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and premium, if any, and, subject to Section 307, any interest on such Security and
for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.


 


Section 309     Cancellation.
All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section 309, except as expressly permitted by this Indenture. All cancelled Securities
held by the Trustee shall be disposed of in accordance with its customary procedures. The Trustee shall provide the Company a list of
all Securities that have been cancelled from time to time as requested, in writing, by the Company.


 


Section 310     Computation
of Interest. Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 311     CUSIP
or ISIN Numbers. The Company in issuing any series of the Securities may use CUSIP or ISIN numbers and/or other similar numbers, if
then generally in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption with respect
to such series; provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities of such series or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities of such series, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Company will promptly make the Trustee aware of any changes to the CUSIP or ISIN numbers.


 


Section 312     Original
Issue Discount. If any of the Securities is an Original Issue Discount Security, the Company shall file with the Trustee promptly
at the end of each calendar year (1) a written notice specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on such Outstanding Original Issue Discount Securities as of the end of such year and (2) such other specific
information relating to such original issue discount as may then be relevant under the Internal Revenue Code.


 






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Section 313     General
Provisions Relating to Global Securities. Owners of beneficial interests in the Securities evidenced by a Global Security will not
be entitled to any rights under this Indenture with respect to such Global Security, and the Depositary or its nominee may be treated
by the Company and the Trustee and any agent of the Company or the Trustee, including any Security Registrar or Paying Agent as the owner
and Holder of such Global Security for all purposes whatsoever. None of the Company, the Trustee, the Security Registrar, the Paying Agent
or any other agent of the Company or of the Trustee shall have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. None of the Company, the Trustee, the Security Registrar, the Paying Agent or
any other agent of the Company or of the Trustee shall have any responsibility or liability to any person for any acts or omissions of
the Depositary or its nominee in respect of a Global Security, for the records of any such Depositary, including records in respect of
beneficial ownership interests in respect of such Global Security, for any transactions between such Depositary and any participant or
indirect participant in such Depositary or between or among such Depositary, any participant or indirect participant in such Depositary
and/or any Holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such
Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Security Registrar or the Paying
Agent or such agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or its nominee
or impair, as between the Depositary or its nominee and such owners of beneficial interests, the operation of customary practices governing
the exercise of the rights of the Depositary or its nominee as Holder of any Global Security.


 


Section 314     No
Gross Up. Unless otherwise provided in an applicable supplemental indenture, the Company and the Trustee shall be entitled to make
any withholding or deduction for, or on account of, any other present or future taxes, duties, assessments or governmental charges, and
the Company shall not be obligated to pay any additional amounts with respect to the Securities as a result of any such withholding or
deduction.


 


ARTICLE IV

SATISFACTION AND DISCHARGE


 


Section 401     Satisfaction
and Discharge of Indenture. This Indenture shall, upon Company Request, cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities
of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when:


 


		(1)	either



 


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



 


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



 


		(i)	have become due and payable, or



 


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



 


		(iii)	are to be called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,



 






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and the Company, in the case of (i), (ii) or (iii) above,
has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and
premium, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;


 


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



 


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



 


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


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401,
the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall
survive.


 


Section 402     Application
of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the applicable
series of Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and premium, if any, and interest for whose
payment such money has been deposited with the Trustee. All money deposited with the Trustee pursuant to Section 401 (and
held by it or any Paying Agent) for the payment of Securities subsequently converted into other property shall be returned to the Company
upon Company Request. The Company may direct by a Company Order the investment of any money deposited with the Trustee pursuant to Section 401,
without distinction between principal and income, in (1) United States Treasury securities with a maturity of one year or less or
(2) a money market fund that invests solely in short-term United States Treasury securities (including money market funds for which
the Trustee or an affiliate of the Trustee serves as investment advisor, administrator, shareholder, servicing agent and/or custodian
or sub-custodian, notwithstanding that (a) the Trustee charges and collects fees and expenses from such funds for services rendered
and (b) the Trustee charges and collects fees and expenses for services rendered pursuant to this Indenture at any time) and from
time to time the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria
specified in clause (1) or (2) of this Section 402. The Trustee shall have no responsibility
or liability for any loss which may result from any investment or sale of investment made pursuant to this Indenture.


 


ARTICLE V

REMEDIES


 


Section 501     Events
of Default. Except as may be otherwise provided pursuant to Section 301 for Securities of any series, an “Event
of Default” means, whenever used herein or in a Security issued hereunder with respect to Securities of any series, any one
of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):


 


		(1)	the Company defaults in the payment of any installment of interest on any Security of such series, and
such default continues for a period of 30 days after such payment becomes due and payable (whether or not prohibited by the subordination
provisions of this Indenture);



 


		(2)	the Company defaults in the payment of the principal of or premium, if any, on any Security of such series
when the same becomes due and payable, regardless of whether such payment became due and payable at its Stated Maturity, upon redemption,
upon declaration of acceleration or otherwise;



 






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		(3)	the Company defaults in the deposit of any sinking fund payment, when and as due by the terms of a Security
of such series (whether or not prohibited by the subordination provisions of this Indenture);



 


		(4)	the Company defaults in the performance of, or breaches, any of its covenants and agreements in respect
of any Security of such series contained in this Indenture or in the Securities of such series (other than those referred to in (1), (2) or (3) above),
and such default or breach continues for a period of 90 days after the notice specified below;



 


		(5)	the Company, pursuant to or within the meaning of the Bankruptcy Law (as defined below):



 


		(A)	commences a voluntary case or proceeding;



 


		(B)	consents to the entry of an order for relief against it in an involuntary case or proceeding;



 


		(C)	consents to the appointment of a Custodian (as defined below) of it or for all or substantially all of
its property;



 


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



 


		(E)	files a petition in bankruptcy or answer or consent seeking reorganization or relief;



 


		(F)	consents to the filing of such petition or the appointment of or taking possession by a Custodian; or



 


		(G)	takes any comparable action under any foreign laws relating to insolvency;



 


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



 


		(A)	is for relief against the Company in an involuntary case, or adjudicates the Company insolvent or bankrupt;



 


		(B)	appoints a Custodian of the Company or for all or substantially all of the property of the Company; or



 


		(C)	orders the winding-up or liquidation of the Company (or any similar relief is granted under any foreign
laws),



 


and the order or
decree remains unstayed and in effect for 90 days; or


 


		(7)	any other Event of Default provided with respect to Securities of such series occurs.



 


A Default with respect to
Securities of any series under clause (4) of this Section 501 shall not be an Event of Default
until the Trustee (by written notice to the Company) or the Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of such series (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not cure
such Default within the time specified in clause (4) after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a “Notice of Default.”


 


The Trustee is not to be charged
with knowledge of any Default or Event of Default or knowledge of any cure of any Default or Event of Default unless either (i) a
Responsible Officer of the Trustee with direct responsibility for this Indenture has actual knowledge of such Default or Event of Default
or (ii) written notice of such Default or Event of Default has been given to the Trustee by the Company or any Holder.


 






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Section 502     Acceleration
of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding (other
than an Event of Default specified in Section 501(5) or (6) with respect to the Company) occurs
and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of such series may declare the principal amount of all the Securities of such series (or, if any Securities of such series
are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof),
together with any accrued and unpaid interest thereon, to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration, such principal amount (or specified amount), together with any accrued
and unpaid interest thereon, shall become immediately due and payable; provided, however, that the payment of principal, premium, if any,
and accrued interest, if any, on the Securities of such series shall remain subordinated to the extent provided in Article XIV.
If an Event of Default specified in Section 501(5) or (6) with respect to the Company occurs, the
principal amount of all the Securities of such series (or, in the case of any Security of such series which specifies an amount to be
due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof), together with
any accrued and unpaid interest thereon, shall automatically, and without any declaration or other action on the part of the Trustee or
any Holder, become immediately due and payable; provided, however, that the payment of principal, premium, if any, and accrued interest,
if any, on the Securities of such series shall remain subordinated to the extent provided in Article XIV. Upon payment
of such amount, all obligations of the Company in respect of the payment of principal and interest of the Securities of such series shall
terminate.


 


Except as may otherwise be
provided pursuant to Section 301 for all or any specific Securities of any series, at any time after such a declaration
of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the money due
based on such acceleration has been obtained by the Trustee as hereinafter in this Article V provided, the Holders
of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if:


 


		(1)	the Company has paid or deposited with the Trustee a sum sufficient to pay:



 


		(A)	all overdue interest on all Securities of such series,



 


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



 


		(C)	to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities, and



 


		(D)	all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel; and



 


		(2)	all Events of Default with respect to Securities of such series, other than the nonpayment of the principal
of Securities of such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 512.



 


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


 


Section 503     Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if (1) default is made in the payment of any
interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or (2) default
is made in the payment of the principal of or premium, if any, on any Security at the Maturity thereof, the Company will, upon demand
of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities
for principal and premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 






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


 


Section 504     Trustee
May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property
of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any
demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise:


 


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



 


		(2)	to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute
the same;



 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by the Holder to make such payments
to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and
for any other amounts due the Trustee under Section 607.


 


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


 


Section 505     Trustee
May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, any predecessor Trustee under Section 607, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.


 


Section 506     Application
of Money Collected. Any money collected by the Trustee pursuant to this Article V, and any money or other property distributable
in respect of the Company’s obligations under this Indenture after the occurrence of an Event of Default, shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or premium,
if any, or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


FIRST: To the payment of all
amounts due the Trustee (including any predecessor Trustee) under Section 607;


 






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SECOND: To the payment of
all Senior Indebtedness of the Company if and to the extent required by Article XIV or other subordination provisions
applicable with respect to such series;


 


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


 


FOURTH: To the payment of
the remainder, if any, to the Company.


 


Section 507     Limitation
on Suits. Except as otherwise provided in Section 508, no Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver, assignee, trustee,
liquidator or sequestrator (or similar official) or for any other remedy hereunder, unless:


 


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



 


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



 


		(3)	such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the
costs, expenses and liabilities to be incurred in compliance with such request;



 


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



 


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



 


it being understood and intended that no one or
more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders (it being understood that the Trustee has no duty to determine whether any
direction is unduly prejudicial to any Holder of a Note), or to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all
of such Holders.


 


Section 508     Unconditional
Right of Holders to Receive Principal, Premium and Interest and to Convert Securities. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of
and premium, if any, and, subject to Section 307, interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case may be, and, if
the terms of such Security so provide, to convert such Security in accordance with its terms) and to institute suit for the enforcement
of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder.


 


Section 509     Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 






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Section 510       Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 511       Control
by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of such series; provided that


 


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



 


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



 


Before proceeding to exercise
any right or power hereunder at the direction of the Holders, the Trustee shall be entitled to receive from such Holders security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


 


Section 512      Waiver
of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series waive any past Default hereunder with respect to such series and its
consequences, except a Default


 


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



 


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



 


provided that
there had been paid or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and to reimburse the Trustee
for any and all fees, expenses and disbursements advanced by the Trustee, its agents and its counsel incurred in connection with such
Default or Event of Default.


 


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


 


Section 513       Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay
the costs of such suit, and may assess reasonable costs against any such party litigant, in the manner and to the extent provided in the
Trust Indenture Act; provided that neither this Section 513 nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Trustee,
a suit by a Holder under Section 508, or a suit by Holders of more than 10% in aggregate principal amount of the Outstanding
Securities.


 


Section 514      Waiver
of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 






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Section 515       Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.


 


ARTICLE VI

THE TRUSTEE


 


Section 601      Certain
Duties and Responsibilities of Trustee.


 


		(1)	Except during the continuance of an Event of Default with respect to any series of Securities,



 


		(A)	the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against
the Trustee with respect to such series; and



 


		(B)	in the absence of bad faith on its part, the Trustee may conclusively rely with respect to the Securities
of such series, as to the truth of the statements and the correctness of the opinions expressed therein, upon 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 need not confirm or investigate the accuracy of mathematical
calculations or other facts, statements, opinions or conclusions stated therein).



 


		(2)	In case an Event of Default with respect to any series of Securities has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to the Securities of such series, and
use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.



 


		(3)	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, or its own willful misconduct, except that:



 


		(A)	this Section 601(3) shall not be construed to limit the effect of Section 601(1) or Section 601(4);



 


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



 


		(C)	the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Securities of any
series, determined as provided in Sections 101, 104 and 111, relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture with respect to the Securities of such series.



 


		(4)	No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability
is not reasonably assured to it.



 






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		(5)	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 Article VI.



 


Section 602      Notice
of Defaults. If an Event of Default occurs with respect to Securities of any series and is continuing and written notice of such Default
has been received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, the Trustee shall give to each
Holder of Securities of such series notice of Default within 90 days after such written notice is received by such Responsible Officer.
Except in the case of a Default in payment of principal of or interest on any Security, the Trustee may withhold notice if and so long
as a Responsible Officer in good faith determines that withholding such notice is in the interests of Holders of Securities of such series.


 


Section 603      Certain
Rights of Trustee. Subject to the provisions of Section 601:


 


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



 


		(2)	any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order, and any resolution of the board of directors of the Company shall be sufficiently evidenced by a Company Resolution
thereof;



 


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



 


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



 


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



 


		(6)	the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company
and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;



 


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



 






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		(8)	the rights, privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder
and each agent employed to act hereunder; provided (i) an Agent shall only be liable to extent of its gross negligence or willful
misconduct, and (ii) in and during an Event of Default, only the Trustee, and not any Agent, shall be subject to the prudent person
standard.



 


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



 


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



 


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



 


		(12)	the Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice
of such Default or Event of Default, as the case may be, has been received by a Responsible Officer of the Trustee at the Corporate Trust
Office of the Trustee from the Company or any Holder, and such notice references the Securities and this Indenture;



 


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



 


		(14)	the permissive right of the Trustee to take or refrain from taking action hereunder shall not be construed
as a duty.



 


		(15)	The trustee shall not be required to give any bond or surety
in respect of the execution of the trusts and powers under this Indenture.



 


Section 604       Not
Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the proceeds thereof.


 


Section 605       May Hold
Securities. The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise
deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent.


 






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Section 606           Money
Held in Trust. Money held by the Trustee in trust hereunder 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 income on any money received by it hereunder except as otherwise agreed with the Company.


 


Section 607           Compensation
and Reimbursement. The Company agrees:


 


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



 


		(2)	except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel and all Persons not regularly in its employ), except any such
expense, disbursement or advance as may be attributable to its negligence, or willful misconduct, and the Trustee shall provide the Company
reasonable notice of any expenditure not in the ordinary course of business; and



 


		(3)	to indemnify each of the Trustee or any predecessor Trustee and their officers, agents, directors and
employees for, and to hold them harmless against, any and all loss, damage, claims, liability or expense incurred without negligence or
willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable order) on its part, arising out of
or in connection with this Indenture, the Securities and the transactions contemplated hereby and thereby, including the acceptance or
administration of the trust or trusts hereunder, including the reasonable costs and expenses (including the reasonable fees and expenses
of counsel) of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of
this Section.



 


In addition to, but without
prejudice to its other rights under this Indenture, when the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(5) or 501(6), the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to constitute administrative expenses for purposes of priority under
any applicable Federal or state bankruptcy, insolvency or other similar law.


 


“Trustee”
for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful
misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


As security for the performance
of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds
held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except
with respect to funds held in trust for the benefit of the Holders of particular Securities for the payment of principal of and premium,
if any, or interest.


 


The provisions of this Section 607 shall
survive the satisfaction and discharge of the Securities, the termination for any reason of this Indenture and the resignation or removal
of the Trustee.


 


Section 608       Conflicting
Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.


 


To the extent permitted by
the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture
with respect to Securities of more than one series.


 






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Section 609        Corporate
Trustee Required; Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of
each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust
Office in the United States that is acceptable to the Company. If any such Person publishes reports of condition at least annually, pursuant
to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and
to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent annual report of condition so published. If at any time the Trustee with respect to
the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 609, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article VI.


 


Section 610        Resignation
and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant
to this Article VI shall become effective until the acceptance of appointment by the successor Trustee in accordance
with the applicable requirements of Section 611.


 


The Trustee or any successor
hereafter appointed may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


The Trustee may be removed
at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of such series, upon 30 days’ prior written notice delivered to the Trustee and to the Company. If the instrument of
acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30
days after the giving of such notice of removal or resignation, the Trustee being removed or resigning may petition, at the expense of
the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


If at any time:


 


		(1)	the Trustee shall fail to comply with Section 608 after written request therefor
by the Company or any Holder who has been a bona fide Holder of a Security for at least six months, or



 


		(2)	the Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or any such Holder, or



 


		(3)	the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent, or commence a
voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,



 


then, in any such case, (A) the Company may
remove the Trustee with respect to all Securities or (B) subject to Section 513, Holders of 10% in aggregate principal
amount of Securities of any series who have been bona fide Holders of such Securities for at least six months may, on behalf of themselves
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees.


 


If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply
with the applicable requirements of Section 611. If, within one year after the appointment by the Company of a successor
Trustee of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series may select a successor
Trustee to replace the successor Trustee appointed by the Company, and the appointment thereof shall be delivered to the Company and the
acting Trustee, the successor Trustee, and so appointed shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611,
Holders of 10% in aggregate principal amount of Securities of any series who have been bona fide Holders of Securities of such series
for at least six months may, on behalf of themselves and all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such series.


 






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


 


Section 611        Acceptance
of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such
successor Trustee so appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee a written instrument accepting
such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee,
but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
a written instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder subject nonetheless to the
lien provided for in Section 607.


 


In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if
the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates subject
nonetheless to the lien provided for in Section 607.


 


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


 


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


 


Upon acceptance of appointment
by a successor trustee as provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail,
first class postage prepaid, to the Holders, as their names and addresses appear upon the Security Register. If the Company fails to transmit
such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to
be transmitted at the expense of the Company.


 






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Section 612        Merger,
Conversion, Consolidation or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any
Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that
such Person shall be otherwise qualified and eligible under this Article VI, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities;
and in case at that time any Securities shall not have been authenticated, any successor to the Trustee may authenticate such 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 Securities or in this Indenture provided that the certificate of
the Trustee shall have.


 


Section 613        Preferential
Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon
the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


 


Section 614       Trustee’s
Application for Instructions from the Company. Any application by the Trustee for written instructions from the Company may, at the
option of the Trustee, set forth in writing any action proposed (to the extent not provided for in this Indenture) to be taken or omitted
by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.
The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application
on or after the date specified in such application (which date shall not be less than 10 Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior
to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in
response to such application specifying the action to be taken or omitted.


 


ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE AND THE COMPANY


 


Section 701        Company
to Furnish Trustee Names and Addresses of Holders. If the Trustee is not the Security Registrar, the Company shall cause the Security
Registrar to furnish to the Trustee, in writing at least five Business Days before each Interest Payment Date and at such other times
as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and
addresses of Holders of Securities of each series.


 


Section 702        Preservation
of Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and
the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may dispose of any list
furnished to it as provided in Section 701 upon receipt of a new list so furnished.


 


The rights of Holders to communicate
with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges
of the Trustee, shall be as provided by the Trust Indenture Act.


 


Every Holder of Securities,
by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the
Trust Indenture Act.


 






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Section 703        Reports
by Trustee. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. The Trustee shall,
within 60 days after each fiscal year following the date of this Indenture, deliver to Holders a brief report, dated as of such  fiscal year,
pursuant to this Section 703.


 


A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation system, if
any, upon which any Securities are listed, with the Commission (if accepted for filing by the Commission) and the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange or automated quotation system or delisted therefrom.


 


Section 704        Reports
by the Company. The Company shall comply with all the applicable provisions of the Trust Indenture Act. Delivery of reports, information
and documents to the Trustee is for informational purposes only and shall not constitute a representation or warranty as to the accuracy
or completeness of the reports, information and documents. The Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained therein, including the Company’s compliance with
any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates of the Company).


 


ARTICLE VIII

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS


 


Section 801       Company
May Merge or Transfer Assets on Certain Terms. The Company shall not be a party to a Substantially All Merger or participate
in a Substantially All Sale, unless:


 


		(1)	the Company is the surviving Person, or the Person formed by or surviving such Substantially All Merger
or to which such Substantially All Sale has been made (the “Successor Person”) is organized under the laws of the Permitted
Jurisdictions and has expressly assumed by supplemental indenture all of the obligations of the Company under this Indenture;



 


		(2)	immediately after giving effect to such transaction, no Default or Event of Default has occurred and is
continuing; and



 


		(3)	the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such transaction and any supplemental indenture relating thereto comply with this Indenture and that all conditions precedent provided
for in this Indenture relating to such transaction have been complied with and that such supplemental indenture is valid, legal and binding
against the Successor Person.



 


Section 802       Successor
Person Substituted. Upon the consummation of a transaction contemplated by and consummated in accordance with Section 801,
the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture,
with the same effect as if such Successor Person had been an original party to this Indenture, and the Company shall be released from
all of its liabilities and obligations under this Indenture and the Securities.


 


ARTICLE IX

SUPPLEMENTAL INDENTURES


 


Section 901        Supplemental
Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


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



 






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		(2)	to evidence the succession of another Person to the Company, or successive successions, and the assumption
by the Successor Person of the covenants, agreements and obligations of the Company pursuant to Article VIII;



 


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



 


		(4)	to secure the Securities;



 


		(5)	to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect
to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611;



 


		(6)	to provide for the issuance of additional Securities of any series;



 


		(7)	to establish the form or terms of Securities of any series as permitted by Sections 201 and 301;



 


		(8)	to comply with the rules of any applicable Depositary;



 


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



 


		(10)	to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series
of Securities; provided that any such addition, change or elimination (A) shall neither (i) apply to any Security
of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify
the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no
Security described in clause (i) Outstanding;



 


		(11)	to cure any ambiguity, to correct or supplement any provision of this Indenture which may be defective
or inconsistent with any other provision herein;



 


		(12)	to change any other provision contained in the Securities of any series or under this Indenture; provided that
such action pursuant to this clause (12) shall not adversely affect the interests of the Holders of Securities of any
series in any material respect; and



 


		(13)	to conform any provision of this Indenture or the Securities of any series to the description of such
Securities contained in the Company’s prospectus, prospectus supplement, offering memorandum or similar document with respect to
the offering of the Securities of such series.



 


Section 902        Supplemental
Indentures With Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of each series affected by such supplemental indenture (including consents obtained in connection with a tender
offer or exchange for Securities), by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding
Security of such series affected thereby:


 


		(1)	change the Stated Maturity of the principal of, or any installment of principal of or interest on, any
Security;



 






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		(2)	reduce the principal amount of any Security or reduce the amount of the principal of an Original Issue
Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502, or reduce the rate of or extend the time of payment of interest on any Security;



 


		(3)	reduce any premium payable upon the redemption of or change the date on which any Security may or must
be redeemed;



 


		(4)	change the coin or currency in which the principal of or premium, if any, or interest on any Security
is payable;



 


		(5)	impair the right of any Holder to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date, as applicable);



 


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



 


		(7)	modify any of the provisions of this Section 902, Section 512 or Section 1005,
except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not
be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant
changes in this Section 902 and Section 1005, or the deletion of this proviso, in accordance with
the requirements of Section 611 and Section 901(6);



 


		(8)	if the Securities of any series are convertible into or for any other securities or property of the Company,
make any change that adversely affects in any material respect the right to convert any Security of such series (except as permitted by Section 901)
or decrease the conversion rate or increase the conversion price of any such Security of such series, unless such decrease or increase
is permitted by the terms of such Security;



 


		(9)	subordinate the Securities of any series to any other obligation of the Company other than as provided
in Article XIV;



 


		(10)	modify the provisions of Article XIV in a manner adverse to any Holder of the Securities
of any series; or



 


		(11)	modify clauses (1) through (10) above.



 


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


 


It shall not be necessary
for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.


 


Section 903       Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or
the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, in addition to the documents
provided by Section 102, and, subject to Section 601, shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions
precedent in this Indenture to the execution of such supplemental indenture, if any, have been complied with; provided, however, that
no such Opinion of Counsel shall be required in the case of any supplemental indenture executed and delivered concurrently with the original
execution and delivery of this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 






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Section 904        Effect
of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article IX, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 905        Conformity
with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article IX shall conform to
the requirements of the Trust Indenture Act.


 


Section 906        Notice
of Supplemental Indenture; Reference in Securities to Supplemental Indentures. After a supplemental indenture under Section 901 (other
than Section 901(8)) and 902 becomes effective, the Company shall notify Holders of such supplemental
indenture. Any failure of the Company to mail such notice, or any defect therein, or any failure of the Company to mail such supplemental
indenture, shall not in any way impair or affect the validity of any such supplemental indenture.


 


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


 


Section 907       Subordination
Unimpaired. This Indenture may not be amended at any time to alter the subordination, as provided herein, of any Securities then Outstanding
without the written consent of the requisite holders of each series of Senior Indebtedness (as determined in accordance with the terms
of the instrument governing such Senior Indebtedness) then outstanding that would be adversely affected thereby.


 


ARTICLE X

COVENANTS


 


Section 1001      Payment
of Principal, Premium, if any, and Interest. The Company covenants and agrees for the benefit of each series of Securities that it
will duly and punctually pay the principal of and premium, if any, and interest on the Securities of such series in accordance with the
terms of the Securities and this Indenture. Principal and interest shall be considered paid on the date due if, on or before 10:00 a.m. (New
York City time) on such date, the Trustee or the Paying Agent (or, if the Company is the Paying Agent, the segregated account or separate
trust fund maintained by the Company pursuant to Section 1003) holds in accordance with this Indenture money sufficient
to pay all principal, premium and interest then due.


 


The Company shall pay interest
on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at
the same rate to the extent lawful as provided in Section 307.


 


Notwithstanding anything to
the contrary contained in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from principal,
premium or interest payments hereunder.


 


Section 1002     Maintenance
of Office or Agency. The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities
of such series may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of the
Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee. The Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. However, nothing herein shall be deemed to constitute the Trustee as an Agent of the Company for service
of process.


 






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


 


With respect to any Global
Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate
Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for
registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; provided, however, that
any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global
Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this
Indenture.


 


Section 1003      Money
for Securities Payments to Be Held in Trust. If the Company shall at any time act as Paying Agent with respect to any series of Securities,
it will, on or before each due date for the principal of or premium, if any, or interest on any of the Securities of such series, segregate
and hold in trust for the benefit of the Holders of such Securities a sum sufficient to pay the principal and premium, if any, and interest
so becoming due until such sums shall be paid to such Holders or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, no later than 10:00 a.m. (New York City time) on each due date
for the principal of or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient to
pay such amount, such sum to be held in trust for the Holders of such Securities entitled to the same, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 


The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent shall hold
in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any,
or interest on the Securities and shall notify the Trustee in writing of any default by the Company in making any such payment and that
it shall any time during the continuance of such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held by such Paying Agent.


 


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


 


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


 






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Section 1004      Statement
by Officers as to Default. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company
ending after the date hereof an Officer’s Certificate of the Company and one of the two Officers signing must be the Company’s
principal executive officer, principal financial officer or principal accounting officer, stating whether or not, to the best knowledge
of such Officer, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture
applicable to it (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which such Officer may have knowledge.


 


The Company shall deliver
to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Default or
Event of Default an Officer’s Certificate setting forth the details of such Default or Event of Default, its status and the actions
which the Company is taking or proposes to take with respect thereto.


 


Section 1005      Waiver
of Certain Covenants. Except as otherwise specified as contemplated by Section 301 for Securities of such series,
the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition
set forth in any covenant provided pursuant to Section 301(18), Section 901(1) or Section 901(11) for
the benefit of the Holders of such series or in Article VIII, if before the time for such compliance the Holders of at
least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend
to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.


 


ARTICLE XI

REDEMPTION OF SECURITIES


 


Section 1101      Applicability
of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with
this Article XI.


 


Section 1102      Election
to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a Company Resolution or an
Officer’s Certificate of the Company or in another manner specified as contemplated by Section 301 for such
Securities. In case of any redemption at the election of the Company of the Securities of any series (including any such redemption affecting
only a single Security), the Company shall, at least 15 days prior to the date any notice of a redemption is to be given to the Holders
pursuant to Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities
to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate
of the Company evidencing compliance with such restriction.


 


Section 1103      Selection
by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed (unless all the Securities
of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate, including by lot or pro
rata, and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series; provided that
the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the
minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be
redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously
called for redemption in accordance with the preceding sentence. Notwithstanding the foregoing, as long as the Securities of any series
are represented by one or more Global Securities, beneficial interests in such Securities shall be selected for redemption by the Depositary
therefor in accordance with the Applicable Procedures.


 






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If any Security selected for
partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected,
the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which
have been converted during a selection of securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of
such selection.


 


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


 


The provisions of the three
preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed
in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall
be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


 


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


 


Section 1104     Notice
of Redemption. Notice of redemption shall be transmitted not less than 15 nor more than 60 days prior to the Redemption Date (or within
such period as otherwise specified as contemplated by Section 301 for Securities of a series), to each Holder of
Securities to be redeemed, at such Holder’s address appearing in the Security Register.


 


All notices of redemption
shall identify the Securities to be redeemed and shall state:


 


		(1)	the Redemption Date;



 


		(2)	the Redemption Price (or the method of calculating such price);



 


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



 


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



 


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



 


		(6)	for any Securities that by their terms may be converted, the terms of conversion, the date on which the
right to convert the Security to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion;



 


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



 


		(8)	if applicable, the CUSIP, ISIN or any similar numbers of the Securities of such series; provided,
however, that no representation will be made as to the correctness or accuracy of the CUSIP, ISIN or any similar number, if any,
listed in such notice or printed on the Securities.



 


Notice of redemption of Securities
to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request (which may be rescinded
or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), by the Trustee in the name
and at the expense of the Company. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder
of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of
any other Securities.


 






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Section 1105     Deposit
of Redemption Price. By no later than 10:00 a.m. (New York City time) on the Business Day prior to any Redemption Date, the Company
shall deposit or cause to be deposited with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all the Securities which
are to be redeemed on that date, other than Securities or portions of Securities called for redemption which are owned by the Company
or any Subsidiary of the Company and have been delivered by the Company or such Subsidiary to the Trustee for cancellation. All money,
if any, earned on funds held by the Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly return
to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price
of, and accrued interest, if any, on, all Securities to be redeemed.


 


If any Security called for
redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in an Officers’
Certificate delivered at least five Business Days prior to the requested date of delivery. trust for the redemption of such Security shall
(subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph
of Section 307 or in the terms of such Security) be paid to the Company upon Company Request or, if then held by
the Company, shall be discharged from such trust.


 


Section 1106     Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together,
if applicable, with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated
by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable
to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 307.


 


If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the Security.


 


Section 1107     Securities
Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if
the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination as requested by such Holder, in principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.


 


ARTICLE XII

SINKING FUNDS


 


Section 1201     Applicability
of Article. The provisions of this Article XII shall be applicable to any sinking fund for the retirement of
Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.


 


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


 






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Section 1202      Satisfaction
of Sinking Fund Payments with Securities. The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of
such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that
the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited
for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 


Section 1203      Redemption
of Securities for Sinking Fund. Not less than 60 days (or such shorter period as shall be satisfactory to the Trustee) prior to each
sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officer’s Certificate of the Company specifying
the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not
less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 1106 and 1107.


 


ARTICLE XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1301      Company’s
Option to Effect Defeasance or Covenant Defeasance. Unless otherwise provided as contemplated by Section 301, Section 1302 and 1303 shall
apply to all Securities and each series of Securities, denominated in U.S. dollars and bearing interest at a fixed rate, in accordance
with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth
below in this Article XIII; and the Company may elect, at its option at any time, to have Section 1302 and Section 1303 applied
to any Securities or any series of Securities, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1302 or Section 1303, in accordance with any applicable requirements provided pursuant
to Section 301 and upon compliance with the conditions set forth below in this Article XIII. Any
such election shall be evidenced by a Company Resolution, Officer’s Certificate of the Company or in another manner specified as
contemplated by Section 301 for such Securities.


 


Section 1302      Defeasance
and Discharge. Upon the Company’s exercise of its option, if any, to have this Section 1302 applied to
any Securities or any series of Securities, or if this Section 1302 shall otherwise apply to any Securities or any
series of Securities, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided
in this Section 1302 on and after the date the conditions set forth in Section 1304 are satisfied
(“Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders
of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section 1305,
payments in respect of the principal of and premium, if any, and interest on such Securities when payments are due, (2) the Company’s
obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003,
(3) the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder and (4) this Article XIII.
Subject to compliance with this Article XIII, the Company may exercise its option, if any, to have this Section 1302 applied
to the Securities of any series notwithstanding the prior exercise of its option, if any, to have Section 1303 applied
to such Securities.


 






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Section 1303      Covenant
Defeasance. Upon the Company’s exercise of its option, if any, to have this Section 1303 applied to any
Securities or any series of Securities, or if this Section 1303 shall otherwise apply to any Securities or any series
of Securities, (1) the Company shall be released from its obligations under Section 801 and any covenants provided
pursuant to Section 301(18), Section 901(1) or Section 901(11) for the benefit
of the Holders of such Securities and (2) the occurrence of any event specified in Section 501(4) and Section 501(7) shall
be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1303 on
and after the date the conditions set forth in Section 1304 are satisfied (“Covenant Defeasance”).
For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly
by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 


Section 1304      Conditions
to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 1302 or 1303 to
any Securities or any series of Securities:


 


		(1)	The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee
which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article XIII applicable
to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through
the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or any such other qualifying trustee) to pay and discharge, the principal of and premium, if any, and interest on such Securities to
the respective Stated Maturities or Redemption Dates, in accordance with the terms of this Indenture and such Securities.



 


		(2)	In the event of an election to have Section 1302 apply to any Securities or any
series of Securities, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been
a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon
such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result
of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.



 


		(3)	In the event of an election to have Section 1303 apply to any Securities or any
series of Securities, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities
will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to occur.



 


		(4)	The Company shall have delivered to the Trustee an Officer’s Certificate of the Company to the effect
that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted
as a result of such deposit.



 


		(5)	No Default or Event of Default with respect to such Securities or any other Securities shall have occurred
and be continuing at the time of such deposit or, insofar as Section 501(5) or Section 501(6) are
concerned, at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be
deemed satisfied until after such 90th day).



 






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		(6)	Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under, any other material agreement or instrument to which the Company is a party or by which it is bound.



 


		(7)	The Company shall have delivered to the Trustee an Officer’s Certificate of the Company and an Opinion
of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with
(in each case, subject to the satisfaction of the condition in clause (5)).



 


Before or after a deposit,
the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article XI.


 


Section 1305      Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of the last paragraph
of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
or other qualifying trustee (solely for purposes of this Section 1305 and Section 1306, the Trustee
and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in
respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and premium,
if any, and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. Funds held
pursuant to this Section 1305 with respect to any series of Securities shall not be subject to the claims of the
holders of Senior Indebtedness with respect to such series, provided, that at the time of the deposit of such funds with the Trustee under
this Article XIII, no event had occurred that would, under the subordination provisions related to such series, require
that any payment to be made to the holders of such Securities be paid or paid over to the holders of such Senior Indebtedness.


 


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


 


Anything in this Article XIII to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1304 with respect to any Securities which are in excess
of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be,
with respect to such Securities.


 


Section 1306      Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article XIII with respect
to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released
pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article XIII with respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance
with this Article XIII; provided, however, that (a) if the Company makes any payment of principal
of or premium, if any, or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated
to the rights, if any, of the Holders of such Securities to receive such payment from the money so held in trust and (b) unless otherwise
required by any legal proceeding or any order or judgment of any court or governmental authority, the Trustee or Paying Agent shall return
all such money and U.S. Government Obligations to the Company promptly after receiving a written request therefor at any time, if such
reinstatement of the Company’s obligations has occurred and continues to be in effect.


 






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ARTICLE XIV

SUBORDINATION OF SECURITIES


 


Section 1401      Subordination
Terms. The Company covenants and agrees that the indebtedness evidenced by each series of Securities is subordinate and junior in
right of payment to all Senior Indebtedness to the extent provided in this Article XIV or as further provided in
an indenture supplemental hereto or a Board Resolution with respect to a series of Securities adopted pursuant to Section 301 hereof,
and each holder of Securities of each series, by its acceptance thereof, likewise covenants and agrees to such subordination and shall
be bound by the provisions thereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these
subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or
renewal of the Senior Indebtedness.


 


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


 


In the event of:


 


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



 


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



 


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



 


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



 


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


 


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


 






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No present or future holder
of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by
any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the holders of
Securities of each series, the obligation of the Company to pay to such holders the principal of (and premium, if any) and interest on
such Securities or prevent the Trustee or the holder from exercising all rights, powers and remedies otherwise permitted by applicable
law or hereunder upon an Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash,
securities or other property otherwise payable or deliverable to the holders.


 


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


 


Section 1402     Trustee
and Holders May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Indebtedness.
Upon any payment or distribution of assets of the Company referred to in this Article XIV or other subordination provisions
applicable to a series of the Securities, the Trustee and the holders shall be entitled to conclusively rely on an order or decree made
by any court of competent jurisdiction in which dissolution or winding up or liquidation or reorganization or arrangement pleadings are
pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other Person making such
payment or distribution, delivered to the Trustee or to the holders, for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIV or
other subordination provisions applicable to a series of the Securities. In the absence of any such bankruptcy trustee, receiver, assignee
or other Person, the Trustee shall be entitled to conclusively rely upon a written notice by a Person representing himself to be a holder
of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness
(or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to participate in any payments or distributions pursuant to this Article XIV or
other subordination provisions applicable to a series of the Securities, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person
is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person, and if such
evidence is not furnished, the Trustee may refuse to offer any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.


 


Section 1403      Payment
Permitted if No Default. Nothing contained in this Article XIV or other subordination provisions applicable
to a series of the Securities shall prevent (a) the Company, at any time except during the pendency of any dissolution, winding up,
liquidation or reorganization proceedings referred to in, or under the conditions described in, Section 1401 (or
comparable conditions contained in other subordination provisions applicable to a series of the Securities), from making payments at any
time of the principal of or interest on the Securities or (b) the application by the Trustee or any paying agent of any monies deposited
with it hereunder to payments of the principal of or interest on a series of the Securities if, at the time of such deposit, the Trustee
or such paying agent, as the case may be, did not have the written notice provided for in Section 1404 (or in a
comparable notice provision contained in other subordination provisions applicable to a series of the Securities) of any event prohibiting
the making of such deposit, or if, at the time of such deposit (whether or not in trust) by the Company with the Trustee or any paying
agent (other than the Company) such payment would not have been prohibited by the provisions of the subordination provisions applicable
to such series of Securities, and the Trustee or any paying agent shall not be affected by any notice to the contrary received by it on
or after such date.


 






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Section 1404     Trustee
Not Charged with Knowledge of Prohibition. Nothing contained in this Article XIV or other subordination provisions
applicable to a series of the Securities to the contrary notwithstanding, the Trustee shall not at any time be charged with knowledge
of the existence of any facts which would prohibit the making of any payment of monies hereunder to or by the Trustee and shall be entitled
conclusively to assume that no such facts exist and that no event specified in Section 1401 (or comparable event
contained in other subordination provisions applicable to a series of the Securities) has happened, until the Trustee shall have received
an Officer’s Certificate to that effect or notice in writing to that effect signed by or on behalf of the holder or holders, or
their representatives, of Senior Indebtedness who shall have been certified by the Company or otherwise established to the reasonable
satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which
such Senior Indebtedness shall be outstanding; provided that, if prior to the third Business Day preceding the date upon
which by the terms hereof any monies become payable hereunder (including, without limitation, the payment of either the principal of or
interest on any Security), or in the event of the execution of an instrument pursuant to Section 1304 then if prior
to the second Business Day preceding the date of such execution, the Trustee or any paying agent shall not have received with respect
to such monies the Officers’ Certificate or notice provided for in this Section 1404, then, anything herein contained
to the contrary notwithstanding, the Trustee or such paying agent shall have full power and authority to receive such monies and apply
the same to the purpose for which they were received by it on or after such date. The Company shall give prompt written notice to the
Trustee and to the paying agent of any facts known to the Company which would prohibit the payment of monies to or by the Trustee or any
paying agent.


 


Section 1405     Trustee
to Effect Subordination. Each holder of Securities by its acceptance thereof authorizes and directs the Trustee in his behalf to take
such action as may be necessary or appropriate to effectuate the subordination as between such holder and holders of Senior Indebtedness,
as provided in this Article XIV (or other subordination provisions applicable to a series of the Securities), and
appoints the Trustee its attorney-in-fact for and all such purposes.


 


Section 1406      Rights
of Trustee as Holder of Senior Indebtedness. The Trustee shall be entitled to all the rights set forth in this Article (or other
subordination provisions applicable to a series of the Securities) with respect to any Senior Indebtedness which may at the time be held
by it, to the same extent as any other holder of Senior Indebtedness, provided that nothing in this Indenture shall deprive
the Trustee of any of the rights as such holder and provided further that nothing in this Article or other subordination provisions
applicable to a series of the Securities shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.


 


Section 1407      Provisions
Applicable to Paying Agents. In case at any time any paying agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term “Trustee” as used in this Article (or other subordination provisions applicable
to a series of the Securities) shall in such case (unless the context shall otherwise require) be construed as extending to and including
such paying agent within its meaning as fully for all intents and purposes as if the paying agent were named in this Article or other
applicable subordination provisions in addition to or in place of the Trustee; provided, however, that Section 1404 shall
not apply to the Company or any affiliate of the Company if the Company or such affiliate acts as paying agent.


 


Section 1408      Trustee
Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders
of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article XIV or otherwise. With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and
no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.


 






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ARTICLE XV

MISCELLANEOUS


 


Section 1501      Counterparts.
This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of
copies of this Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution
and delivery of this Indenture as to the parties hereto and will be of the same effect, validity and as enforceability as manually executed
signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including
the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and
Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions
Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic
signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.


 


[Signature page follows]


 






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


 





	 	LUMENT FINANCE TRUST, INC.,

as Issuer
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to the Indenture]


 








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