Exhibit 4.1


 


 


TERRA PROPERTY TRUST, INC.






Issuer




and




U.S. BANK NATIONAL ASSOCIATION




Trustee




Indenture




Dated as of June 10, 2021


 


 


Providing for the Issuance


 


of


 


Debt Securities


 







 




     


     


    

 


TERRA PROPERTY TRUST, INC.

Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of June 10, 2021


 


	Trust Indenture

Act Section	 	Indenture

Section
	§ 310	(a)(1)	607
	 	(a)(2)	607
	 	(b)	609
	§ 312	(c)	701
	§ 314	(a)	704
	 	(a)(4)	1005
	 	(c)(1)	102
	 	(c)(2)	102
	 	(e)	102
	§ 315	(b)	601
	§ 316	(a) (last sentence)	101 (“Outstanding”)
	 	(a)(1)(A)	502,512
	 	(a)(1)(B)	513
	 	(b)	508
	§ 317	(a)(1)	503
	 	(a)(2)	504
	§ 318	(a)	111
	 	(c)	111
	 	 	 	 


 


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




     


     


    

 


TABLE OF CONTENTS


 


Page


	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 
	SECTION 101.	Definitions.	1
	SECTION 102.	Compliance Certificates and Opinions.	11
	SECTION 103.	Form of Documents Delivered to Trustee.	11
	SECTION 104.	Acts of Holders.	12
	SECTION 105.	Notices, Etc., to Trustee and Company.	13
	SECTION 106.	Notice to Holders; Waiver.	13
	SECTION 107.	Conflict with TIA.	14
	SECTION 108.	Effect of Headings and Table of Contents.	14
	SECTION 109.	Successors and Assigns.	14
	SECTION 110.	Separability Clause.	14
	SECTION 111.	Benefits of Indenture.	14
	SECTION 112.	Governing Law.	15
	SECTION 113.	Legal Holidays.	15
	SECTION 114.	Submission to Jurisdiction.	15
	SECTION 115.	Waiver of Jury Trial.	15
	 	 	 
	ARTICLE TWO SECURITIES FORMS	15
	 	 
	SECTION 201.	Forms of Securities.	15
	SECTION 202.	Form of Trustee’s Certificate of Authentication.	16
	SECTION 203.	Securities Issuable in Global Form.	16
	 	 	 
	ARTICLE THREE THE SECURITIES	17
	 	 
	SECTION 301.	Amount Unlimited; Issuable in Series.	17
	SECTION 302.	Denominations.	21
	SECTION 303.	Execution, Authentication, Delivery and Dating.	21
	SECTION 304.	Temporary Securities.	23
	SECTION 305.	Registration, Registration of Transfer and Exchange.	23
	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities.	26
	SECTION 307.	Payment of Interest; Interest Rights Preserved; Optional Interest Reset.	27
	SECTION 308.	Optional Extension of Maturity.	29
	SECTION 309.	Persons Deemed Owners.	30
	SECTION 310.	Cancellation.	30
	SECTION 311.	Computation of Interest.	31
	SECTION 312.	Currency and Manner of Payments in Respect of Securities.	31
	SECTION 313.	Appointment and Resignation of Successor Exchange Rate Agent.	34
	SECTION 314.	CUSIP and ISIN Numbers.	35
	 	 	 



 






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	ARTICLE FOUR SATISFACTION AND DISCHARGE	35
	 	 
	SECTION 401.	Satisfaction and Discharge of Indenture.	35
	SECTION 402.	Application of Trust Funds.	36
	 	 	 
	ARTICLE FIVE REMEDIES	37
	 	 
	SECTION 501.	Events of Default.	37
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment.	38
	SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee.	39
	SECTION 504.	Trustee May File Proofs of Claim.	40
	SECTION 505.	Trustee May Enforce Claims Without Possession of Securities.	41
	SECTION 506.	Application of Money Collected.	41
	SECTION 507.	Limitation on Suits.	42
	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest.	42
	SECTION 509.	Restoration of Rights and Remedies.	42
	SECTION 510.	Rights and Remedies Cumulative.	43
	SECTION 511.	Delay or Omission Not Waiver.	43
	SECTION 512.	Control by Holders of Securities.	43
	SECTION 513.	Waiver of Past Defaults.	43
	SECTION 514.	Waiver of Stay or Extension Laws.	44
	 	 	 
	ARTICLE SIX THE TRUSTEE	44
	 	 
	SECTION 601.	Notice of Defaults.	44
	SECTION 602.	Certain Rights and Duties of Trustee.	45
	SECTION 603.	Not Responsible for Recitals or Issuance of Securities.	48
	SECTION 604.	May Hold Securities.	48
	SECTION 605.	Money Held in Trust.	48
	SECTION 606.	Compensation and Reimbursement and Indemnification of Trustee.	48
	SECTION 607.	Corporate Trustee Required; Eligibility.	49
	SECTION 608.	Disqualification; Conflicting Interests.	50
	SECTION 609.	Resignation and Removal; Appointment of Successor.	50
	SECTION 610.	Acceptance of Appointment by Successor.	51
	SECTION 611.	Merger, Conversion, Consolidation or Succession to Business.	52
	SECTION 612.	Appointment of Authenticating Agent.	53
	 	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	55
	 	 
	SECTION 701.	Company to Furnish Trustee Names and Addresses of Holders.	55
	SECTION 702.	Preservation of Information; Communications to Holders.	55
	SECTION 703.	Reports by Trustee.	55
	SECTION 704.	Reports by Company.	56
	SECTION 705.	Calculation of Original Issue Discount.	56
	 	 	 



 






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	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	57
	 	 
	SECTION 801.	Company May Consolidate, Etc., Only on Certain Terms.	57
	SECTION 802.	Successor Person Substituted.	57
	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES	57
	 	 
	SECTION 901.	Supplemental Indentures Without Consent of Holders.	57
	SECTION 902.	Supplemental Indentures with Consent of Holders.	59
	SECTION 903.	Execution of Supplemental Indentures.	60
	SECTION 904.	Effect of Supplemental Indentures.	60
	SECTION 905.	Conformity with Trust Indenture Act.	60
	SECTION 906.	Reference in Securities to Supplemental Indentures.	60
	 	 	 
	ARTICLE TEN COVENANTS	61
	 	 
	SECTION 1001.	Payment of Principal, Premium, if any, and Interest.	61
	SECTION 1002.	Maintenance of Office or Agency.	61
	SECTION 1003.	Money for Securities Payments to Be Held in Trust.	62
	SECTION 1004.	Additional Amounts.	63
	SECTION 1005.	Statement as to Compliance.	64
	SECTION 1006.	Payment of Taxes and Other Claims.	64
	SECTION 1007.	Waiver of Certain Covenants.	64
	SECTION 1008.	FATCA.	64
	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES	65
	 	 
	SECTION 1101.	Applicability of Article.	65
	SECTION 1102.	Election to Redeem; Notice to Trustee.	65
	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed.	66
	SECTION 1104.	Notice of Redemption.	66
	SECTION 1105.	Deposit of Redemption Price.	67
	SECTION 1106.	Securities Payable on Redemption Date.	67
	SECTION 1107.	Securities Redeemed in Part.	68
	 	 	 
	ARTICLE TWELVE SINKING FUNDS	68
	 	 
	SECTION 1201.	Applicability of Article.	68
	SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities.	69
	SECTION 1203.	Redemption of Securities for Sinking Fund.	69
	 	 	 
	ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS	70
	 	 
	SECTION 1301.	Applicability of Article.	70
	SECTION 1302.	Repayment of Securities.	70
	SECTION 1303.	Exercise of Option.	70
	SECTION 1304.	When Securities Presented for Repayment Become Due and Payable.	71
	SECTION 1305.	Securities Repaid in Part.	71
	 	 	 



 






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	ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE	71
	 	 
	SECTION 1401.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.	71
	SECTION 1402.	Defeasance and Discharge.	72
	SECTION 1403.	Covenant Defeasance.	72
	SECTION 1404.	Conditions to Defeasance or Covenant Defeasance.	73
	SECTION 1405.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.	74
	 	 	 
	ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES	75
	 	 
	SECTION 1501.	Purposes for Which Meetings May Be Called.	75
	SECTION 1502.	Call, Notice and Place of Meetings.	75
	SECTION 1503.	Persons Entitled to Vote at Meetings.	76
	SECTION 1504.	Quorum; Action.	76
	SECTION 1505.	Determination of Voting Rights; Conduct and Adjournment of Meetings.	77
	SECTION 1506.	Counting Votes and Recording Action of Meetings.	78
	 	 	 
	ARTICLE SIXTEEN SUBORDINATION OF SECURITIES	78
	 	 
	SECTION 1601.	Agreement to Subordinate.	78
	SECTION 1602.	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Subordinated Securities.	78
	SECTION 1603.	No Payment on Subordinated Securities in Event of Default on Senior Indebtedness.	80
	SECTION 1604.	Payments on Subordinated Securities Permitted.	80
	SECTION 1605.	Authorization of Holders to Trustee to Effect Subordination.	81
	SECTION 1606.	Notices to Trustee.	81
	SECTION 1607.	Trustee as Holder of Senior Indebtedness.	82
	SECTION 1608.	Modifications of Terms of Senior Indebtedness.	82
	SECTION 1609.	Reliance on Judicial Order or Certificate of Liquidating Agent.	82


 




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INDENTURE, dated as of June 10, 2021, between TERRA
PROPERTY TRUST, INC., a Maryland corporation (hereinafter called the “Company”), having its principal office at 550 Fifth
Avenue, 6th Floor, New York, New York 10036, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (hereinafter
called the “Trustee”), having its office at One Federal Street, 3rd Floor, Boston, MA 02110.


 


RECITALS OF THE COMPANY


 


The Company deems it necessary to issue from time
to time for its lawful purposes debt securities (hereinafter called the “Securities”) evidencing its secured or unsecured
indebtedness, which may or may not be convertible into or exchangeable for any securities of any Person (as defined herein) (including
the Company), and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the
Securities, to be issued in one or more series, unlimited as to principal amount, to bear such rates of interest, to mature at such times
and to have such other provisions as shall be fixed as hereinafter provided.


 


This Indenture (as defined herein) is subject to
the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
One




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION
101.Definitions.


 


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


 


(1)       the
terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular and,
pursuant to Section 301, any such item may, with respect to any particular series of Securities, be amended or modified or specified as
being inapplicable;


 


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


 



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


 


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


 


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


 


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


 


“Additional Amounts” means any
additional amounts that are required by a Security or by or pursuant to a Board Resolution, under circumstances specified therein, to
be paid by the Company in respect of certain taxes imposed on certain Holders or beneficial owners and that are owing to such Holders
or beneficial owners.


 


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


 


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


 


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


 


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


 


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


 


“Business Day”, when used with
respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise
specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day
on which banking institutions in New York, New York, United States or in the applicable Place of Payment or particular location are authorized
or obligated by law or executive order to close.


 


 



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“Code” means the Internal Revenue
Code of 1986, as amended.


 


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


 


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


 


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


 


“Conversion Date” has the meaning
specified in Section 312(d).


 


“Conversion Event” means the
cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of
transactions by a central bank or other public institutions of or within the international banking community, (ii) the Euro within the
Economic and Monetary Union of the European Union or (iii) any currency unit (or composite currency) other than the Euro for the purposes
for which it was established.


 


“Corporate Trust Office” means
the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date
hereof for purposes of Section 1002 only is located at Livingston Avenue, St Paul, MN 55107, Attention: Terra Property Trust, Inc., and
for all other purposes is located at 1 Federal Street, 3rd Floor, Boston, MA 02110, Attention: Terra Property Trust, Inc., or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office
of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and
the Company).


 


“corporation” includes corporations,
associations, companies and business trusts.


 


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


 


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


 


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


 






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


 


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


 


“DTC” means The Depository Trust
Company.


 


“Euro” means the euro or other
equivalent unit in such official coin or currency of the European Union.


 


“Election Date” has the meaning
specified in Section 312(h).


 


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


 


“Exchange Act” mean the Securities
Exchange Act of 1934, as amended, as in force on the date which this Indenture is executed and delivered.


 


“Exchange Rate Agent”, with
respect to Securities of or within any series, means, unless otherwise specified with respect to any Securities pursuant to Section 301,
a bank that is a member of the New York Clearing House Association, designated pursuant to Section 301 or Section 313.


 


“Exchange Rate Officer’s Certificate”
means a certificate setting forth (i) the applicable Market Exchange Rate or the applicable bid quotation and (ii) the Dollar or Foreign
Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section 302 in the relevant Currency), payable with respect to
a Security of any series on the basis of such Market Exchange Rate or the applicable bid quotation signed by the Chief Financial Officer
or any Vice President of the Company.


 


“FATCA” means Sections 1471,
1472, 1473 or 1474 of the Code and the United States Treasury Regulations or published guidance with respect thereto.


 


“Foreign Currency” means any
Currency, including, without limitation, the Euro issued by the government of one or more countries other than the United States of America
or by any recognized confederation or association of such governments.


 


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


 






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


 


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


 


“Indenture” means this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated
by Section 301; provided, however, that, if at any time more than one Person is acting as Trustee under this instrument,
 “Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the
terms of the or those particular series of Securities for which such Person is Trustee established as contemplated by Section 301, exclusive,
however, of any provisions or terms that relate solely to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party.


 


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


 


“Interest”, when used with respect
to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity, and,
when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section 1004, includes such Additional
Amounts.


 






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


 


“Market Exchange Rate” means,
unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion involving a currency unit on
the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such
Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the relevant series, (ii) for any conversion
of Dollars into any Foreign Currency, the noon buying rate for such Foreign Currency for cable transfers quoted in New York City as certified
for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another
Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the
Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is
being made from major banks located in either New York City, London or any other principal market for Dollars or such purchased Foreign
Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section
301, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange
Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York
as of the most recent available date, or quotations from one or more major banks in New York City, London or other principal market for
such currency or currency unit in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise
specified by the Exchange Rate Agent, if
there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise, the
market to be used in respect of such currency or currency unit shall be that upon which a nonresident issuer of securities designated
in such currency or currency unit would purchase such currency or currency unit in order to make payments in respect of such securities
as determined by the Exchange Rate Agent, in its sole discretion.


 


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


 


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


 


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


 


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


 





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


 


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


 


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


 


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


 


(iii)       Securities,
except to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Article Fourteen;


 


(iv)       Securities
that have been changed into any other securities of the Company or any other Person in accordance with this Indenture if the terms of
such Securities provide for convertibility or exchangeability pursuant to Section 301; and


 


(v)       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;


 


provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or are
present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the
principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall
be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared
to be) due and payable, at the time of such determination, upon a declaration of acceleration of the Maturity thereof pursuant to Section
502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation
and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security
is originally issued by the Company as set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee, of the principal
amount (or, in the case of an Original Issue Discount Security or Indexed Security, the Dollar equivalent as of such date of original
issuance of the amount determined as provided in clause (i) above or (iii) below, respectively) of such Security, (iii) the principal
amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for
such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with
respect to such Security pursuant to Section 301, and (iv) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction,
notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.


 






    7


     


    

 


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


 


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


 


“Place of Payment”, when used
with respect to the Securities of or within any series, means the place or places where the principal of (and premium, if any) and interest,
if any, on such Securities are payable as specified and as contemplated by Sections 301 and 1002.


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and delivered under Section 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”, when used
with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.


 


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


 


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


 


“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities
of or within any series means the date specified for that purpose as contemplated by Section 301, whether or not a Business Day.


 


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


 






    8


     


    

 


“Repayment Price”, when used
with respect to any Security to be repaid at the option of the Holder, means the price at which it is to be repaid by or pursuant to this
Indenture.


 


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


 


“Security” or “Securities”
has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee
under this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning
stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not Trustee.


 


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


 


“Senior Indebtedness” means
the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others guaranteed
by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, that
has been designated by the Company as “Senior Indebtedness” for purposes of this Indenture by a Company Order delivered to
the Trustee, (b) Senior Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.


 


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


 


“Special Record Date” for the
payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Trustee pursuant to Section
307.


 


“Stated Maturity”, when used with respect to any Security or any installment of principal thereof
or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment
of principal or interest is due and payable, as such date may be extended pursuant to the provisions of Section 308.


 


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


 


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


 






    9


     


    

 


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


 


“Trust Indenture Act” or “TIA”
means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was executed, except as provided
in Section 905.


 


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


 


“United States” means, unless
otherwise specified with respect to any Securities pursuant to Section 301, the United States of America (including the states and the
District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.


 


“United States person” means,
unless otherwise specified with respect to any Securities pursuant to Section 301, any individual who is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof
or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations),
any estate the income of which is subject to United States federal income taxation regardless of its source, or any trust if a court within
the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have
the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in the
Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to such date that elect
to continue to be treated as United States persons, will also be United States persons.


 


“Valuation Date” has the meaning
specified in Section 312(c).


 


“Yield to Maturity” means the
yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of interest on
such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation principles.


 






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


 


Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than pursuant to Section 1005) shall include:


 


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


 


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


 


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


 


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


 


SECTION
103.Form of Documents Delivered to Trustee.


 


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


 


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


 






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


 


SECTION
104.Acts of Holders.


 


(a)       Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders
of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders
of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments
and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of
a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in
this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506.


 


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


 


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


 


(d)       If
the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination
of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall
have no obligation to do so. Such record date shall be the record date specified in or pursuant to such Board Resolution, which shall
be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later
than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months
after the record date.


 






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


 


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


 


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


 


(1)       the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished, filed or mailed, first-class
postage prepaid in writing to or with the Trustee at its Corporate Trust Office, Attention: Terra Property Trust, Inc. (Christopher J.
Grell, Vice President), or at any other address previously furnished in writing to the Company by the Trustee, or


 


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


 


SECTION
106.Notice to Holders; Waiver.


 


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


 






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


 


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


 


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.


 


SECTION
107.Conflict with TIA.


 


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


 


SECTION
108.Effect of Headings and Table of Contents.


 


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


 


SECTION
109.Successors and Assigns.


 


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


 


SECTION
110.Separability Clause.


 


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


 


SECTION
111.Benefits of Indenture.


 


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


 






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SECTION
112.Governing Law.


 


This Indenture and the Securities shall be governed
by and construed in accordance with the law of the State of New York without regard to principles of conflicts of laws. This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.


 


SECTION
113.Legal Holidays.


 


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


 


SECTION
114.Submission to Jurisdiction.


 


The Company hereby irrevocably submits to the non-exclusive
jurisdiction of any New York state or federal court sitting in The City of New York in any action or proceeding arising out of or relating
to the Indenture and the Securities of any series, and the Company hereby irrevocably agrees that all claims in respect of such action
or proceeding may be heard and determined in such New York state or federal court. The Company hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.


 


SECTION
115.Waiver of Jury Trial.


 


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


 


Article
Two




SECURITIES FORMS


 


SECTION
201.Forms of Securities.


 


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


 






    15


     


    

 


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


 


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


 


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


 


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


 


	 	 	U.S. Bank National Association, as Trustee
	 	 	 
	 	By	 
	 	 	Authorized Officer



 


SECTION
203.Securities Issuable in Global Form.


 


If Securities of or within a series are issuable
in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section
302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide
that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such
Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304.
Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable
Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section
102 and need not be accompanied by an Opinion of Counsel.


 






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


 


Notwithstanding the provisions of Section 307,
unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any
Security in permanent global form shall be made to the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 309 and
except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a permanent global Security, the Holder of such permanent global
Security.


 


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:


 


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


 


Article
Three




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
as Registered Securities and shall be designated as Senior Securities or Subordinated Securities. Senior Securities are unsubordinated,
shall rank equally and pari passu with all of the Company’s other Senior Indebtedness and senior to all of the Company’s
Subordinated Indebtedness. Subordinated Securities shall rank junior to the Company’s Senior Indebtedness and equally and pari
passu with all of the Company’s other Subordinated Indebtedness. There shall be established in one or more Board Resolutions
or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15)
below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series when issued
from time to time):


 






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(1)       the
title of the Securities of the series including CUSIP and ISIN numbers (which shall distinguish the Securities of such series from all
other series of Securities);


 


(2)       any
limit upon the aggregate principal amount of the Securities of the series that 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, 1107 or 1305, and except for any Securities which, pursuant to Section 303, are
deemed never to have been authenticated and delivered hereunder);


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(11)       if
other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, on the Securities
of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto
in accordance with, in addition to or in lieu of any of the provisions of Section 312;


 


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


 


(13)       whether
the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company
or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated or stated to be payable, the period
or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time
and manner of determining the exchange rate between the Currency or Currencies in which such Securities are denominated or stated to be
payable and the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in
lieu of any of the provisions of Section 312;


 


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


 


(15)       any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from,
modifications of or additions to any of the provisions of Section 1007) of the Company with respect to Securities of the series, whether
or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;


 


(16)       whether
any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be
issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange
such interests for Securities of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances
under which any such exchanges may occur, if other than in the manner provided in Section 305, and the circumstances under which and the
place or places where such exchanges may be made and if Securities of the series are to be issuable as a global Security, the identity
of the depository for such series;


 






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


 


(18)       the
Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent
to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid; and the
extent to which, or the manner in which, any interest payable on a permanent global Security on an Interest Payment Date will be paid
if other than in the manner provided in Section 307;


 


(19)       the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition
to or in lieu of any of the provisions of Article Fourteen;


 


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


 


(21)       whether,
under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 1004 on the Securities
of the series to any Holder who is not a United States person, or to a Holder for the account of any beneficial owner who is not a United
States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and,
if so, whether the Company will have the
option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);


 


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


 


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


 


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


 


(25)       if
the Securities of the series are to be secured, the terms and conditions upon which such Securities will be so secured;


 


(26)       the
appointment of any calculation agent, foreign currency exchange agent or other additional agents;


 






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


 


(28)       any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture or the requirements of the Trust
Indenture Act).


 


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 Board Resolution referred to above (subject
to Section 303) and set forth in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.


 


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


 


SECTION
302.Denominations.


 


The Securities of each series shall be issuable
in such denominations as shall be specified as contemplated by Section 301. With respect to Securities of any series denominated in Dollars,
in the absence of any such provisions with respect to the Securities of any series, the Registered Securities of such series, other than
Registered Securities issued in global form (which may be of any denomination) shall be issuable in denominations of $1,000 and any integral
multiple thereof.


 


SECTION
303.Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the
Company by its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any of its Vice Presidents
and attested by its Secretary or any of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual
or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities.


 


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


 


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


 






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(i)       an
Opinion of Counsel stating,


 


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


 


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


 


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


 


(ii)       an
Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect
to any of the Securities shall have occurred and be continuing.


 


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


 


If such form or terms have been so established,
the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner that
is not reasonably acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate
Securities denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable to perform its duties with respect
to such Securities.


 


Each Registered 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 duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory,
and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee
for cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits
of this Indenture.


 


SECTION
304.Temporary Securities.


 


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


 


Except in the case of temporary Securities in global
form (which shall be exchanged as provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that 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 that series, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount and like tenor of definitive Securities of the same series of authorized denominations. 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.


 


SECTION
305.Registration, Registration of Transfer and Exchange.


 


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


 






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Upon surrender for registration of transfer of
any Registered Security of any series at any office or agency of the Company in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered
Securities of the same series, of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously
outstanding and containing identical terms and provisions.


 


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


 


Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange
is entitled to receive.


 


Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any
beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and
of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided
that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any
event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial
owner’s interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests
may be so exchanged, such permanent global Security shall be surrendered by the depository specified as contemplated by Section 3.01 or
such other depository as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for
such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of the same
series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security,
an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion
of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning
at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the
Security for which exchange is requested may be among those selected for redemption. If a Registered Security is issued in exchange for
any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular
Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest or interest,
as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions
of this Indenture.


 






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


 


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


 


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, 1107 or 1305 not involving any transfer.


 


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


 


The Trustee shall have no responsibility or obligation
to any beneficial owner of a global Security, a member of, or a participant in, DTC or other Person with respect to the accuracy of the
records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with
respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice
of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect
to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the
Securities shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of
a global Security). The rights of beneficial owners in any global Security shall be exercised only through DTC subject to the applicable
rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect
to its members, participants and any beneficial owners.


 






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The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any transfers between or among DTC participants, members or beneficial
owners in any global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for
any actions taken or not taken by DTC.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


SECTION
307.Payment of Interest; Interest Rights Preserved; Optional Interest Reset.


 


(a)       Except
as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, interest, if any, on any
Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest, if any, on any Registered Security may at the Company’s option be paid by (i) mailing a check
for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 309, to the address of such
Person as it appears on the Security Register or (ii) transfer to an account maintained by the payee located in the United States.


 


Except as otherwise specified with respect to a
series of Securities in accordance with the provisions of Section 301, any interest on any Registered Security of any series that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:


 


(1)       The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series
and the date of the proposed payment (which shall not be less than 20 days after such notice is received by the Trustee), and at the same
time the Company shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Registered Securities of such series at his address as it appears in the Security Register not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).


 






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(2)       The
Company may make payment of any Defaulted Interest on the Registered 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.


 


(b)       The
provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301). The interest rate (or the spread or spread multiplier used
to calculate such interest rate, if applicable) on any Security of such series may be reset by the Company on the date or dates specified
on the face of such Security (each an “Optional Reset Date”). The Company may exercise such option with respect to such Security
by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to an Optional Reset Date for such Security. Not
later than 35 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder
of any such Security a notice (the “Reset Notice”) indicating whether the Company has elected to reset the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity of such Security (each such period a “Subsequent Interest Period”), including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during the Subsequent Interest Period.


 


Notwithstanding the foregoing, not later than 20
days prior to the Optional Reset Date (or if 20 days does not fall on a Business Day, the next succeeding Business Day), the Company may,
at its option, revoke the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) provided
for in the Reset Notice and establish a higher interest rate (or a spread or spread multiplier providing for a higher interest rate, if
applicable) for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of
such higher interest rate (or such higher spread or spread multiplier providing for a higher interest rate, if applicable) to the Holder
of such Security. Such notice shall be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier
used to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such
Securities have not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier providing for a higher interest rate, if applicable).


 






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The Holder of any such Security will have the option
to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal to the principal amount
thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow
the procedures set forth in Article Thirteen for repayment at the option of Holders except that the period for delivery or notification
to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has tendered
any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment
until the close of business on the tenth day before such Optional Reset Date.


 


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


 


SECTION
308.Optional Extension of Maturity.


 


The provisions of this Section 308 may be made
applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be specified
pursuant to such Section 301). The Stated Maturity of any Security of such series may be extended at the option of the Company for the
period or periods specified on the face of such Security (each an “Extension Period”) up to but not beyond the date (the “Final
Maturity”) set forth on the face of such Security. The Company may exercise such option with respect to any Security by notifying
the Trustee of such exercise at least 45 but not more than 60 days prior to the Stated Maturity of such Security in effect prior to the
exercise of such option (the “Original Stated Maturity”). If the Company exercises such option, the Trustee shall transmit,
in the manner provided for in Section 106, to the Holder of such Security not later than 35 days prior to the Original Stated Maturity
a notice (the “Extension Notice”), prepared by the Company, indicating (i) the election of the Company to extend the Stated
Maturity, (ii) the new Stated Maturity, (iii) the interest rate (or spread, spread multiplier or other formula to calculate such interest
rate, if applicable), if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension
Period. Upon the Trustee’s transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically
and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior
to the transmittal of such Extension Notice.


 


Notwithstanding the foregoing, not later than 20
days before the Original Stated Maturity of such Security (or if 20 days does not fall on a Business Day, the next succeeding Business
Day), the Company may, at its option, revoke the interest rate (or spread, spread multiplier or other formula to calculate such interest
rate, if applicable) provided for in the Extension Notice and establish a higher interest rate (or spread, spread multiplier or other
formula to calculate such higher interest rate, if applicable) for the Extension Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate (or spread, spread multiplier or other formula to calculate such interest
rate, if applicable) to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the Stated
Maturity is extended will bear such higher interest rate.


 






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If the Company extends the Stated Maturity of any
Security, the Holder will have the option to elect repayment of such Security by the Company on the Original Stated Maturity at a price
equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated Maturity
once the Company has extended the Stated Maturity thereof, the Holder must follow the procedures set forth in Article Thirteen for repayment
at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35
days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension
Notice, the Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day
before the Original Stated Maturity.


 


SECTION
309.Persons Deemed Owners.


 


Prior to due presentment of a Registered Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name
such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Sections 305 and 307) interest, if any, on such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall
be affected by notice to the contrary.


 


None of the Company, the Trustee, any Paying Agent
or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


 


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


 


SECTION
310.Cancellation.


 


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


 






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SECTION
311.Computation of Interest.


 


Except as otherwise specified as contemplated by
Section 301 with respect to Securities of any series, interest, if any, on the Securities of each series shall be computed on the basis
of a 360-day year consisting of twelve 30-day months.


 


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


 


(a)       Unless
otherwise specified with respect to any Securities pursuant to Section 301, with respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have not made the election provided for in paragraph (b) below,
payment of the principal of (and premium, if any, on) and interest, if any, on any Registered Security of such series will be made in
the Currency in which such Registered Security is payable. The provisions of this Section 312 may be modified or superseded with respect
to any Securities pursuant to Section 301.


 


(b)       It
may be provided pursuant to Section 301, if so expressly specified with respect to Registered Securities of any series, that Holders shall
have the option, subject to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any, on) or interest, if
any, on such Registered Securities in any of the Currencies which may be designated for such election by delivering to the Trustee for
such series of Registered Securities a written election with signature guarantees and in the applicable form established pursuant to Section
301, not later than the close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects
to receive such payments in any such Currency, such election will remain in effect for such Holder or any transferee of such Holder until
changed by such Holder or such transferee by written notice to the Trustee for such series of Registered Securities (but any such change
must be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for
the payment to be made on such payment date and no such change of election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred or with respect to which the Company has deposited funds
pursuant to Article Four or Fourteen or with respect to which a notice of redemption has been given by the Company or a notice of option
to elect repayment has been sent by such Holder or such
transferee). Any Holder of any such Registered Security who shall not have delivered any such election to the Trustee of such series of
Registered Securities not later than the close of business on the applicable Election Date will be paid the amount due on the applicable
payment date in the relevant Currency as provided in Section 312(a). The Trustee for each such series of Registered Securities shall notify
the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered Securities for
which Holders have made such written election.


 






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(c)       Unless
otherwise specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided for pursuant to Section
301, then, not later than the fourth Business Day after the Election Date for each payment date for Registered Securities of any series,
the Exchange Rate Agent will deliver to the Company a written notice specifying the Currency in which Registered Securities of such series
are payable, the respective aggregate amounts of principal of (and premium, if any, on) and interest, if any, on the Registered Securities
to be paid on such payment date, specifying the amounts in such Currency so payable in respect of the Registered Securities as to which
the Holders of Registered Securities denominated in any Currency shall have elected to be paid in another Currency as provided in paragraph
(b) above. Unless the Trustee is acting as the Exchange Rate Agent, the Trustee shall have no obligation to complete the actual exchange
of distribution amounts from one Currency to another Currency. If the election referred to in paragraph (b) above has been provided for
pursuant to Section 301 and if at least one Holder has made such election, then, unless otherwise specified pursuant to Section 301, on
the second Business Day preceding such payment date the Company will deliver to the Trustee for such series of Registered Securities an
Exchange Rate Officer’s Certificate in respect of the Dollar or Foreign Currency or Currencies payments to be made on such payment
date. Unless otherwise specified pursuant to Section 301, the Dollar or Foreign Currency or Currencies amount receivable by Holders of
Registered Securities who have elected payment in a Currency as provided in paragraph (b) above shall be determined by the Company on
the basis of the applicable Market Exchange Rate in effect on the second Business Day (the “Valuation Date”) immediately preceding
each payment date, and such determination shall be conclusive and binding for all purposes, absent manifest error.


 


(d)       If
a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than pursuant
to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and premium,
if any) and interest, if any, on the applicable Securities denominated or payable in such Foreign Currency occurring after the last date
on which such Foreign Currency was used (the “Conversion Date”), the Dollar shall be the currency of payment for use on each
such payment date. Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid by the Company to the Trustee of each
such series of Securities and by such Trustee or any Paying Agent to the Holders of such Securities with respect to such payment date
shall be, in the case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case
of a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided
in paragraph (f) or (g) below.


 


(e)       Unless
otherwise specified pursuant to Section 301, if the Holder of a Registered Security denominated in any Currency shall have elected to
be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected Currency, such
Holder shall receive payment in the Currency in which payment would have been made in the absence of such election; and if a Conversion
Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such Holder shall receive
payment in Dollars as provided in paragraph (d) of this Section 312.


 






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(f)       The
 “Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and shall be obtained for each
subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date.


 


(g)       The “Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate Agent and subject to the
provisions of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component
Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each
payment.


 


(h)       For
purposes of this Section 312, the following terms shall have the following meanings:


 


A “Component Currency”
shall mean any currency which, on the Conversion Date, was a component currency of the relevant currency unit.


 


A “Specified Amount”
of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant
currency unit on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is altered by way of combination
or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion
Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such Component Currencies
shall be replaced by an amount in such single currency equal to the sum of the respective Specified Amounts of such consolidated Component
Currencies expressed in such single currency, and such amount shall thereafter be a Specified Amount and such single currency shall thereafter
be a Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified
Amount of such Component Currency shall be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent value
at the Market Exchange Rate on the date of such replacement equal to the Dollar Equivalent of the Specified Amount of such former Component
Currency at the Market Exchange Rate immediately before such division, and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies. If, after the Conversion Date of the relevant currency unit, a Conversion Event (other
than any event referred to above in this definition of “Specified Amount”) occurs with respect to any Component Currency of
such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes
of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion
Date of such Component Currency.


 


An “Election Date”
shall mean the Regular Record Date for the applicable series of Registered Securities or at least 16 days prior to Maturity, as the case
may be, or such other prior date for any series of Registered Securities as specified pursuant to clause 13 of Section 301 by which the
written election referred to in Section 312(b) may be made.


 






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All decisions and determinations of the Exchange
Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate
and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Company, the Trustee for the appropriate series of Securities and all Holders
of such Securities denominated or payable in the relevant Currency. The Exchange Rate Agent shall promptly give written notice to the
Company and the Trustee for the appropriate series of Securities of any such decision or determination.


 


In the event that the Company determines in good
faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately give written notice thereof
to the Trustee of the appropriate series
of Securities and to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner provided in Section
106 to the affected Holders) specifying the Conversion Date. In the event the Company so determines that a Conversion Event has occurred
with respect to any other currency unit in which Securities are denominated or payable, the Company will immediately give written notice
thereof to the Trustee of the appropriate series of Securities and to the Exchange Rate Agent (and such Trustee will promptly thereafter
give notice in the manner provided in Section 106 to the affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company determines in good faith that any subsequent change in any Component
Currency as set forth in the definition of Specified Amount above has occurred, the Company will similarly give written notice to the
Trustee of the appropriate series of Securities and to the Exchange Rate Agent.


 


The Trustee of the appropriate series of Securities
shall be fully justified and protected in relying and acting upon information received by it from the Company and the Exchange Rate Agent
and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Company
or the Exchange Rate Agent.


 


SECTION
313.Appointment and Resignation of Successor Exchange Rate Agent.


 


(a)       Unless
otherwise specified pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company
will engage and maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Company
will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant
to Section 301 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of principal (and premium, if any) and interest, if any, pursuant
to Section 312.


 


(b)       No
resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the Company
and the Trustee of the appropriate series of Securities accepting such appointment executed by the successor Exchange Rate Agent.


 






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(c)       If
the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall
promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to the Securities of that or those series (it being
understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series
and that, unless otherwise specified pursuant to Section 301, at any time there shall only be one Exchange Rate Agent with respect to
the Securities of any particular series that are originally issued by the Company on the same date and that are initially denominated
and/or payable in the same Currency).


 


SECTION
314.CUSIP and ISIN Numbers.


 


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


 


Article
Four




SATISFACTION AND DISCHARGE


 


SECTION
401.Satisfaction and Discharge of Indenture.


 


Except as set forth below, this Indenture shall
upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except
as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant
hereto, any surviving rights of tender for repayment at the option of the Holders and any right to receive Additional Amounts, as provided
in Section 1004), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series when


(1)       either


 


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


 






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(B)       all
Securities of such series


 


(i)       have
become due and payable, or


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 606, the obligations of the Company
to any Authenticating Agent under Section 612 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive any termination
of this Indenture.


 


SECTION
402.Application of Trust Funds.


 


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


 






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Article
Five




REMEDIES


 


SECTION
501.Events of Default.


 


“Event of Default”, wherever used herein
with respect to any particular series of Securities, means any one of the following events (whatever the reason for such Event of Default
and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body), unless it is either inapplicable to a particular
series or is specifically deleted or modified in or pursuant to the supplemental indenture or a Board Resolution establishing such series
of Securities or is in the form of Security for such series:


 


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


 


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


 


(3)       default
in the deposit of any sinking fund payment, when and as due by the terms of any Security of that series, and continuance of such default
for a period of 2 Business Days; or


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
502.Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to Securities
of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may (and the Trustee shall at the request of such Holders) declare
the principal (or, if any Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may
be specified in the terms thereof) of all the Securities of that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall
become immediately due and payable.


 


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


 






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


 


(1)       the
Company has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)):


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Company covenants that if:


 


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


 


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


 






    39


     


    

 


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


 


If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection
of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company
or any other obligor upon Securities of such series and collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon such Securities of such series, wherever situated.


 


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


 


SECTION
504.Trustee May File Proofs of Claim.


 


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


 


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


 


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


 






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


 


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


 


All rights of action and claims under this Indenture
or any of the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as
trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect
of which such judgment has been recovered. The Trustee shall be entitled to participate, in its capacity as Trustee, on behalf of (and
at the request of) the Holders, as a member of any official committee of creditors in the matters it deems advisable.


 


SECTION
506.Application of Money Collected.


 


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


 


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


 


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


 


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


 






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SECTION
507.Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal of (and premium,
if any) and (subject to Sections 305 and 307) interest, if any, on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the option of the Holders on the Repayment
Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such
Holder.


 


SECTION
509.Restoration of Rights and Remedies.


 


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


 






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SECTION
510.Rights and Remedies Cumulative.


 


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


 


SECTION
511.Delay or Omission Not Waiver.


 


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


 


SECTION
512.Control by Holders of Securities.


 


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


 


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


 


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


 


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


 


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


 


SECTION
513.Waiver of Past Defaults.


 


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


 


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


 






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


 


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


 


SECTION
514.Waiver of Stay or Extension Laws.


 


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


 


Article
Six




THE TRUSTEE


 


SECTION
601.Notice of Defaults.


 


Within 90 days after the occurrence of any Default
hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such Default hereunder known to a Responsible Officer of the Trustee, unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest,
if any, on any Security of such series, or in the payment of any sinking or purchase fund installment with respect to the Securities of
such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee
or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice
is in the interest of the Holders of the Securities of such series; and provided further that in the case of any Default or breach
of the character specified in Section 501 (4) with respect to the Securities of such series, no such notice to Holders shall be given
until at least 60 days after the occurrence thereof.


 






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SECTION
602.Certain Rights and Duties of Trustee.


 


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



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(8)       The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the costs, expenses and liabilities (including the
reasonable fees and expenses of its agents and counsel) which might be incurred by it in compliance with such request or direction.


 


(9)       The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled upon reasonable notice and at reasonable times during normal
business hours to examine the books, records and premises of the Company, personally or by agent or attorney, at the Company’s expense.


 


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


 


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


 


(12)       The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other
Person retained to act hereunder.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


The recitals contained herein and in the Securities,
except the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and neither the Trustee nor
any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


SECTION
604.May Hold Securities.


 


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


 


SECTION
605.Money Held in Trust.


 


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


 


SECTION
606.Compensation and Reimbursement and Indemnification of Trustee.


 


The Company agrees:


 


(1)       To
pay to the Trustee or any predecessor Trustee from time to time such compensation for all services rendered by it hereunder as has been
agreed upon from time to time in writing (which compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust).


 


(2)       Except
as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any predecessor Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and disbursements of its agents, counsel, accountants and experts),
except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct.


 






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


 


As security for the performance of the obligations
of the Company under this Section, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular
Securities.


 


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


 


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


 


SECTION
607.Corporate Trustee Required; Eligibility.


 


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


 






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SECTION
608.Disqualification; Conflicting Interests.


 


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


 


SECTION
609.Resignation and Removal; Appointment of Successor.


 


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


 


(b)       The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.


 


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


 


(d)       If
at any time:


 


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


 


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


 


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


 






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


 


(f)       If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause
with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series). If, within one year after such resignation, removal or incapability, or the occurrence
of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner hereinafter
provided, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to Securities of such series.


 


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


 


SECTION
610.Acceptance of Appointment by Successor.


 


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


 






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(b)       In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and that (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. Whenever there is a successor Trustee
with respect to one or more (but less than all) series of securities issued pursuant to this Indenture, the terms “Indenture”
and “Securities” shall have the meanings specified in the provisos to the respective definition of those terms in Section
101 which contemplate such situation.


 


(c)       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 paragraph (a) or (b) of this Section, as the case may be.


 


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


 


SECTION
611.Merger, Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities. In case any Securities shall not have been authenticated by such predecessor
Trustee, any such successor Trustee may authenticate and deliver such Securities, in either its own name or that of its predecessor Trustee,
with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee; provided, however,
that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any
predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.


 






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SECTION
612.Appointment of Authenticating Agent.


 


At any time when any of the Securities remain Outstanding,
the Trustee may appoint an Authenticating Agent or Agents (which may be an Affiliate or Affiliates of the Company, provided such Affiliate
or Affiliates shall be eligible under this Section) with respect to one or more series of Securities that shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer
or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument
in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee
by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and, except as may otherwise be provided pursuant
to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the
laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as Authenticating
Agent, eligible to serve as trustee hereunder pursuant to Section 607. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section.


 


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


 


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


 






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


 


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


 


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


 


 


	 	 	U.S. Bank National Association, as Trustee
	 	 	 
	 	By:	 
	 	 	as Authenticating Agent





 





	 	 	 
	 	By:	 
	 	 	Authorized Officer





 


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


 






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Article
Seven




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


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


 


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


 


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


 


Excluding from any such list names and addresses
received by the Trustee in its capacity as Security Registrar.


 


SECTION
702.Preservation of Information; Communications to Holders.


 


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


 


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


 


(c)       Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Authenticating Agent nor any Paying Agent nor any Security Registrar nor any agent of any of them shall be held accountable by
reason of the disclosure of any information as to the names and addresses of the Holders of Securities in accordance with TIA Section
312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under TIA Section 312(b).


 


SECTION
703.Reports by Trustee.


 


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


 



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


 


SECTION
704.Reports by Company.


 


The Company will:


 


(1)       file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and
of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to
either of such Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant
to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and regulations; and


 


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


 


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


 


Delivery of such reports, information, and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates).


 


SECTION
705.Calculation of Original Issue Discount.


 


The Company shall file with the Trustee promptly
at the end of each calendar year a written notice specifying the amount of original issue discount (including daily rates and accrual
periods), if any, accrued on Outstanding Securities as of the end of such year.


 






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Article
Eight




CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


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


 


The Company shall not consolidate with or merge
with or into any other corporation or convey or transfer all or substantially all of its properties and assets to any Person, unless:


 


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


 


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


 


(3)       the
Company and the successor Person have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that
such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 


SECTION
802.Successor Person Substituted.


 


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


 


Article
Nine




SUPPLEMENTAL INDENTURES


 


SECTION
901.Supplemental Indentures Without Consent of Holders.


 


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


 


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


 






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


 


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


 


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


 


(5)       to
secure the Securities; or


 


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


 


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


 


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


 


(9)       to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge
of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other series of Securities in any material respect.


 






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SECTION
902.Supplemental Indentures with Consent of Holders.


 


With the consent of the Holders of not less than
a majority in aggregate principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture that affects such series of Securities or of modifying in any manner the rights of the Holders
of such series of Securities under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby:


 


(1)       change
the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or interest on, any Security, subject
to the provisions of Section 308; or the terms of any sinking fund with respect to any Security; or reduce the principal amount thereof
or the rate of interest (or change the manner of calculating the rate of interest, thereon, or any premium payable upon the redemption
thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section
801(1) and permitted by Section 901(1)), or reduce the portion of the principal of an Original Issue Discount Security or Indexed Security
that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or upon the redemption
thereof or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option
of the Holder of any Security, or change any Place of Payment where, or the Currency in which, any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or the Repayment Date, as the
case may be), or adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 301 herein, or
modify the subordination provisions set forth in Article Sixteen in a manner that is adverse to the Holder of any Outstanding Security,
or


 


(2)       reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements
of Section 1504 for quorum or voting, or


 


(3)       modify
any of the provisions of this Section, Section 513 or Section 1007, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected
thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security with
respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso,
in accordance with the requirements of Sections 610(b) and 901(8).


 






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


 


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


 


The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such
supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained prior to the date that is 90 days after such record date,
any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.


 


SECTION
903.Execution of Supplemental Indentures.


 


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


 


SECTION
904.Effect of Supplemental Indentures.


 


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


 


SECTION
905.Conformity with Trust Indenture Act.


 


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


 


SECTION
906.Reference in Securities to Supplemental Indentures.


 


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


 






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Article
Ten




COVENANTS


 


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


 


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


 


SECTION
1002.Maintenance of Office or Agency.


 


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


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all of such
purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth
above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities
pursuant to Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of
Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at
its Corporate Trust Office in the Borough of Manhattan, The City of New York as its agent to receive all such presentations, surrenders,
notices and demands.


 






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Unless otherwise specified with respect to any
Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a currency other than Dollars
or (ii) may be payable in a currency other than Dollars, or so long as it is required under any other provision of the Indenture, then
the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.


 


SECTION
1003.Money for Securities Payments to Be Held in Trust.


 


If the Company shall at any time act as its own
Paying Agent with respect to any series of any Securities, it will, on or before each due date of the principal of (or premium, if any)
or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto
a sum in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)), sufficient to pay the principal
(and premium, if any) and interest, if any,
on Securities of such series so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided,
and will promptly notify the Trustee of its action or failure so to act.


 


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


 


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


 


Except as otherwise provided in the Securities
of any series, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the
principal of (or premium, if any) or interest, if any, on any Security of any series and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the Company upon Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such money held in trust, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date
of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 






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SECTION
1004.Additional Amounts.


 


If the Securities of a series provide for the payment
of Additional Amounts, the Company will pay to the Holder of any Security of such series such Additional Amounts as may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium,
if any) or interest, if any, on any Security of any series or the net proceeds received on the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series
established pursuant to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.


 


Except as otherwise specified as contemplated
by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal premium is made), and at least 10 days prior to each date of payment of
principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal, premium or interest on the Securities of that series shall be made to Holders of Securities of
that series who are not United States persons, or to such Holders for the account of beneficial owners of such Securities who are
not United States persons, without withholding for or on account of any tax, assessment or other governmental charge described in
the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series and the Company
will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the
Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such
Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of
principal or interest with respect to any Securities of a series until it shall have received a certificate advising otherwise and
(ii) to make all payments of principal and interest with respect to the Securities of a series without withholding or deductions
until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against,
any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section or in
reliance on the Company’s not furnishing such an Officers’ Certificate.


 






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SECTION
1005.Statement as to Compliance.


 


(1)       The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof so long as any Security
is Outstanding hereunder, a brief certificate from the principal executive officer, principal financial officer or principal accounting
officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture.
For purposes of this Section 1005, such compliance shall be determined without regard to any period of grace or requirement of notice
under this Indenture.


 


(2)       The
Company will, so long as any series of Securities are Outstanding, deliver to the Trustee, within 5 Business Days of any officer listed
in (1) above becoming aware of any Default, Event of Default or default in the performance of any covenant, agreement or condition contained
in this Indenture, an Officers’ Certificate specifying such Default, Event of Default, default or event of default and what action
the Company is taking or proposes to take with respect thereto and the status thereof.


 


SECTION
1006.Payment of Taxes and Other Claims.


 


The Company will pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon
the Company or upon the income, profits or property of the Company, and (2) all lawful claims for labor, materials and supplies that,
if unpaid, might by law become a lien upon the property of the Company, except where the failure to do so would not be reasonably expected
to have a material adverse effect on the business, assets, financial condition or results of operations of the Company; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by appropriate proceedings, but shall establish proper reserves
in accordance with GAAP.


 


SECTION
1007.Waiver of Certain Covenants.


 


As specified pursuant to Section 301(15), for Securities
of any series, the Company may omit in any particular instance to comply with any covenant or condition set forth in any covenants of
the Company added to Article Ten pursuant to Section 301(14) or Section 301 (15) in connection with the Securities of a series, if before
or after the time for such compliance the Holders of at least a majority in aggregate principal amount of all Outstanding Securities of
such series, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant 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 covenant or condition
shall remain in full force and effect.


 


SECTION
1008.FATCA.


 


If a payment made to a Holder under this Indenture
would be subject to U.S. withholding tax imposed by FATCA if such Holder were to fail to comply with the applicable reporting requirements
of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Holder shall deliver to the Company
and the Trustee, at the time or times prescribed by law and at such time or times reasonably requested by the Company, such documentation
and information prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
and information reasonably requested by the Company as may be necessary for the Company and the Trustee to comply with its obligations
under FATCA, to determine that such Holder has or has not complied with such Holder’s obligations under FATCA and (iii) to the extent
such information has been provided, the Company shall instruct the Trustee as to the amount to be deducted or withheld from such payment.
For purposes of this Section 1008, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 






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The Company represents, warrants and covenants
to the Trustee that, (i) to the best of the Company’s knowledge, the Trustee is not obligated in respect of any payments to be made
by it pursuant to this Indenture, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code
or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations
thereof (“FATCA Withholding Tax”); and (ii) the Company will require the Holders to collect and provide any of its FATCA related
information (“Holder FATCA Information”) to the Company. The Company will provide the Holder FATCA Information to the Trustee
upon request and, to the extent the Company determines that FATCA Withholding Tax is applicable, it will promptly notify the Trustee of
such fact. The Company shall also notify the Trustee if any Security experiences a “material modification” as defined under
FATCA.


 


Article
Eleven




REDEMPTION OF SECURITIES


 


SECTION
1101.Applicability of Article.


 


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


 


SECTION
1102.Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of
the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), an Officers’ Certificate notifying the Trustee in writing of such Redemption Date
and of the principal amount of Securities of such series to be redeemed, and, if applicable, of the tenor of the Securities to be redeemed,
and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant
to Section 1103. In the case of any redemption of Securities of any series prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction.


 






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


 


If less than all the Securities of any series issued
on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee in compliance with the requirements of DTC, from the Outstanding Securities of such series
issued on such date with the same terms not previously called for redemption, in compliance with the requirements of the principal national
securities exchange on which the Securities are listed (if the Securities are listed on any national securities exchange), or if the Securities
are not held through DTC or listed on any national securities exchange, or DTC prescribed no method of selection, on a pro rata basis,
or by such method as the Trustee shall deem fair and appropriate and subject to and otherwise in accordance with the procedures of the
applicable Depository; provided that such method complies with the rules of any national securities exchange or quotation system on which
the Securities are listed, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities
of such series.


 


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


 


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


 


SECTION
1104.Notice of Redemption.


 


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


 


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


 






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All notices of redemption shall state:


 


(1)       the
Redemption Date,


 


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


 


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


 


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


 


(5)       that
on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 1106
will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon
shall cease to accrue on and after said date,


 


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


 


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


 


(8)       the
CUSIP or ISIN number of such Security, if any.


 


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


 


SECTION
1105.Deposit of Redemption Price.


 


On or prior to 10:00 am, New York City time, on
any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust as provided in Section
1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient
to pay on the Redemption Date the Redemption Price of, and (unless otherwise specified pursuant to Section 301) accrued interest on, all
the Securities or portions thereof which are to be redeemed on that date.


 


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 in the
Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any,
to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall if the same were interest-bearing cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that unless otherwise specified as contemplated by Section
301, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.


 






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If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the
rate of interest set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to Maturity of such Security.


 


SECTION
1107.Securities Redeemed in Part.


 


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


 


Article
Twelve




SINKING FUNDS


 


SECTION
1201.Applicability of Article.


 


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


 






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The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any
payment in excess of such minimum amount provided for by the terms of such Securities of any series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of any Securities of any series, the cash amount of any mandatory 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 any series as provided for by the terms of Securities of such series.


 


SECTION
1202.Satisfaction of Sinking Fund Payments with Securities.


 


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


 


SECTION
1203.Redemption of Securities for Sinking Fund.


 


Not less than 60 days prior to each sinking fund
payment date for Securities of any series, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount
of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the Currency in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202,
and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers’ Certificate shall specify an optional amount to be added
in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 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 Sections 1106 and 1107.






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Article
Thirteen




REPAYMENT AT THE OPTION OF HOLDERS


 


SECTION
1301.Applicability of Article.


 


Repayment of Securities of any series before their
Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise
specified by the terms of such series established pursuant to Section 301) in accordance with this Article.


 


SECTION
1302.Repayment of Securities.


 


Securities of any series subject to repayment in
whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at the
Repayment Price thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Company covenants that on or before 10:00 am, New York City time, on the Repayment Date it will deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section
1003) an amount of money in the Currency
in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Repayment Price of, and (unless otherwise
specified pursuant to Section 301) accrued interest on, all the Securities or portions thereof, as the case may be, to be repaid on such
date; provided, however, that to the extent any such funds are received by the Trustee or a Paying Agent from the Company
after 10:00 a.m., New York City time, on the due date, such funds will be distributed to the Holders within one Business Day of receipt
thereof..


 


SECTION
1303.Exercise of Option.


 


Securities of any series subject to repayment at
the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities. To be
repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form
on the reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized in writing), must be received
by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment
Date. If less than the entire Repayment Price of such Security is to be repaid in accordance with the terms of such Security, the portion
of the Repayment Price of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the Holder for the portion of such Security surrendered that
is not to be repaid, must be specified. Any Security providing for repayment at the option of the Holder thereof may not be repaid in
part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination
of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless
waived by the Company.


 






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SECTION
1304.When Securities Presented for Repayment Become Due and Payable.


 


If Securities of any series providing for repayment
at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the terms
of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be
paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall default in
the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest.
Upon surrender of any such Security for repayment in accordance with such provisions, the Repayment Price of such Security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided, however, that installments
of interest on Registered Securities, whose Stated Maturity is prior to (or, if specified pursuant to Section 301, on) the Repayment Date
shall be payable (but without interest thereon, unless the Company shall default in the payment thereof) 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 surrendered for repayment shall
not be so repaid upon surrender thereof, the Repayment Price shall, until paid, bear interest from the Repayment Date at the rate of interest
set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to Maturity of such Security.


 


SECTION
1305.Securities Repaid in Part.


 


Upon surrender of any Registered Security that
is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge and at the expense of the Company, a new Registered Security or Securities of the same series, and of like tenor,
of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered that is not to be repaid. If a temporary global Security or permanent global Security is so
surrendered, such new Security so issued shall be a new temporary global Security or a new permanent global Security, respectively.


 


Article
Fourteen




DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION
1401.Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.


 


If pursuant to Section 301 provision is made for
either or both of (a) defeasance of the Securities of or within a series under Section 1402 or (b) covenant defeasance of the Securities
of or within a series under Section 1403, then the provisions of such Section or Sections, as the case may be, together with the other
provisions of this Article (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities),
shall be applicable to such Securities, and the Company may at its option by Board Resolution, at any time, with respect to such Securities,
elect to have either Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such Outstanding Securities upon compliance
with the conditions set forth below in this Article.


 






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SECTION
1402.Defeasance and Discharge.


 


Upon the Company’s exercise of the above
option applicable to this Section with respect to any Securities of or within a series, the Company shall be deemed to have been discharged
from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 1404 are satisfied
(hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such
Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405 and the
other Sections of this Indenture referred to in clauses (A) and (B) of this Section, and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:
(A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 1404 and as more
fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities
when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003
and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1004, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this Article Fourteen, the Company
may exercise its option under this Section notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities.
Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.


 


SECTION
1403.Covenant Defeasance.


 


Upon the Company’s exercise of the above
option applicable to this Section with respect to any Securities of or within a series, if specified pursuant to Section 301, the Company
shall be released from its obligations under any covenant, with respect to such Outstanding Securities on and after the date the conditions
set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed
to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences
of any thereof) in connection with such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference
in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 501(4) or 501(8) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected thereby. Following a covenant defeasance, payment of such
Securities may not be accelerated because of an Event of Default solely by reference to such Sections specified above in this Section
1403.


 






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SECTION
1404.Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to application
of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series:


 


(a)       The
Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements
of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, the Holders of
such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2) Government
Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable
at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment of principal of (and premium, if any, on) and interest, if any, on
such Securities, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on)
and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest
and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such
payments are due and payable in accordance with the terms of this Indenture and of such Securities.


 


(b)       Such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it is bound.


 


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


 


(d)       In
the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution
of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders and the beneficial owners of such Outstanding Securities will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such defeasance had not occurred.


 






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(e)       In
the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders and the beneficial owners of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes
as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred.


 


(f)       The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied
with.


 


(g)       Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.


 


SECTION
1405.Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”)
pursuant to Section 1404 in respect of any Outstanding Securities of any series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become
due thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds
except to the extent required by law.


 


Unless otherwise specified with respect to any
Security pursuant to Section 301, if, after a deposit referred to in Section 1404(a) has been made, (a) the Holder of a Security in respect
of which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms of such Security to receive payment
in a Currency other than that in which the deposit pursuant to Section 1404(a) has been made in respect of such Security, or (b) a Conversion
Event occurs as contemplated in Section 312(d) or 312(e) or by the terms of any Security in respect of which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (and premium, if any, on) and interest, if any, on such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion
Event based on the applicable Market Exchange Rate for such Currency in effect on the second Business Day prior to each payment date,
except, with respect to a Conversion Event, such conversion shall be based on the applicable Market Exchange Rate for such Currency in
effect (as nearly as feasible) at the time of the Conversion Event.


 






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The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the money or Government Obligations deposited pursuant to Section
1404 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 or the beneficial owners of such Outstanding Securities.


 


Anything in this Article to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations (or other property
and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Article.


 


Article
Fifteen




MEETINGS OF HOLDERS OF SECURITIES


 


SECTION
1501.Purposes for Which Meetings May Be Called.


 


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


 


SECTION
1502.Call, Notice and Place of Meetings.


 


(a)       The
Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to be held at
such time and at such place in the Borough of Manhattan, The City of New York as the Trustee shall determine. Notice of every meeting
of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.


 


(b)       In
case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified
in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee
shall not have made the first publication or mailing of the notice of such meeting within 21 days after receipt of such request or shall
not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York
for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section.


 






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SECTION
1503.Persons Entitled to Vote at Meetings.


 


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


 


SECTION
1504.Quorum; Action.


 


The Persons entitled to vote a majority in principal
amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization,
direction or other action that this Indenture expressly provides may be made, given or taken by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1502(a), except that such notice need be given only once not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage,
as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum.


 


Except as limited by the proviso to Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by
the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however,
that, except as limited by the proviso to Section 902, any resolution with respect to any consent, waiver, request, demand, notice, authorization,
direction or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage,
which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.


 






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


 


Notwithstanding the foregoing provisions of this
Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any consent, waiver, request,
demand, notice, authorization, direction or other action that this Indenture expressly provides may be made, given or taken by the Holders
of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such series and one
or more additional series:


 


(i)       there
shall be no minimum quorum requirement for such meeting; and


 


(ii)       the
principal amount of the Outstanding Securities of such series that vote in favor of such consent, waiver, request, demand, notice, authorization,
direction or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent,
waiver or other action has been made, given or taken under this Indenture.


 


SECTION
1505.Determination of Voting Rights; Conduct and Adjournment of Meetings.


 


(a)       Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard
to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted
or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment
of any proxy shall be proved in the manner specified in Section 104. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof.


 


(b)       The
Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary
of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.


 


(c)       At
any meeting of Holders, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount
of the Outstanding Securities of such series held or represented by such Holder; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.


 






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(d)       Any
meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the
meeting, and the meeting may be held as so adjourned without further notice.


 


SECTION
1506.Counting Votes and Recording Action of Meetings.


 


The vote upon any resolution submitted to any meeting
of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities
of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders
of Securities of any Series shall be prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact,
setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable,
Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one
such copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.


 


Article
Sixteen




SUBORDINATION OF SECURITIES


 


SECTION
1601.Agreement to Subordinate.


 


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


 


SECTION
1602.Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Subordinated Securities.


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


SECTION
1603.No Payment on Subordinated Securities in Event of Default on Senior Indebtedness.


 


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


 


SECTION
1604.Payments on Subordinated Securities Permitted.


 


Nothing contained in this Indenture or in any of
the Subordinated Securities shall (a) affect the obligation of the Company to make, or prevent the Company from making, at any time except
as provided in Sections 1602 and 1603, payments of principal of (or premium, if any) or interest, if any, on the Subordinated Securities,
(b) without limiting clause (c) of this sentence, prevent the application by the Trustee of any moneys deposited with it hereunder to
the payment of or on account of the principal of (or premium, if any) or interest, if any, on the Subordinated Securities, unless the
Trustee shall have received at its Corporate Trust Office written notice of any event prohibiting the making of such payment more than
three Business Days prior to the date fixed for such payment or (c) prevent the application by the Trustee of any moneys or the proceeds
of Government Obligations deposited with it pursuant to Section 1404(a) to the payment of or on account of the principal of (or premium,
if any, on) or interest, if any, on the Subordinated Securities if all the conditions specified in Section 1404 to the application of
Section 1402 or Section 1403, as applicable, have been satisfied prior to the date the Trustee shall have received at its Corporate Trust
Office written notice of any event prohibiting the making of such payment.


 






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SECTION
1605.Authorization of Holders to Trustee to Effect Subordination.


 


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


 


SECTION
1606.Notices to Trustee.


 


Notwithstanding the provisions of this Article
or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than the Company) shall be charged with knowledge
of the existence of any Senior Indebtedness or of any event that would prohibit the making of any payment of moneys to or by the Trustee
or such Paying Agent, unless and until the Trustee or such Paying Agent shall have received (in the case of the Trustee, at its Corporate
Trust Office) written notice thereof from the Company or from the holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee; provided,
however, that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for
any purpose (including, without limitation, the payment of either the principal (or premium, if any) or interest, if any, on any Subordinated
Security) the Trustee shall not have received with respect to such moneys the notice provided for in this Section 1606, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received, and shall not be affected by any notice to the contrary, which may be received by
it within three Business Days prior to such date. The Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such a notice
has been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder. In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate
in any payment or distribution pursuant to this Article Sixteen, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Sixteen and,
if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.


 






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SECTION
1607.Trustee as Holder of Senior Indebtedness.


 


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


 


Nothing in this Article Sixteen shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 606.


 


SECTION
1608.Modifications of Terms of Senior Indebtedness.


 


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


 


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


 


SECTION
1609.Reliance on Judicial Order or Certificate of Liquidating Agent.


 


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


 


* * * * *


 






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This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one
and the same Indenture. The exchange of copies of this Indenture and delivery of signature pages by facsimile, .pdf transmission, e-mail
or other electronic means shall constitute effective execution and delivery of this Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile, .pdf transmission, e-mail or other electronic means shall be deemed to be their original signatures for
all purposes.


 




     


     


    

 


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


 


 


	 	TERRA PROPERTY TRUST, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Vikram S. Uppal	 
	 	 	Name:	Vikram S. Uppal	 
	 	 	Title:	Chief Executive Officer	 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Indenture]



     


     


    

 


	 	U.S. Bank National Association,	 
	 	 	as Trustee	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Christopher J. Grell	 
	 	 	Name:	Christopher J. Grell	 
	 	 	Title:	Vice President	 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Indenture]