Exhibit 4.4


 


Form of Indenture


 


TRINITY PLACE HOLDINGS INC.


 


and


 


____________________


 


INDENTURE


 


Dated as of ________, _____


 






     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	 	 
	Section 1.01 Definitions	 	1
	Section 1.02 Other Definitions	 	4
	Section 1.03 Incorporation by Reference of Trust Indenture Act	 	4
	Section 1.04 Rules of Construction	 	4
	 	 	 
	ARTICLE II	THE SECURITIES	 	5
	 	 	 
	Section 2.01 Issuable in Series	 	5
	Section 2.02 Establishment of Terms of Series of Securities	 	5
	Section 2.03 Execution and Authentication	 	6
	Section 2.04 Registrar and Paying Agent	 	7
	Section 2.05 Paying Agent to Hold Money in Trust	 	7
	Section 2.06 Holder Lists	 	7
	Section 2.07 Transfer and Exchange	 	7
	Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities	 	8
	Section 2.09 Outstanding Securities	 	8
	Section 2.10 Treasury Securities	 	8
	Section 2.11 Temporary Securities	 	8
	Section 2.12 Cancellation	 	9
	Section 2.13 Defaulted Interest	 	9
	Section 2.14 Global Securities	 	9
	Section 2.15 CUSIP Numbers	 	10
	 	 	 
	ARTICLE III	REDEMPTION	 	10
	 	 	 
	Section 3.01 Notice to Trustee	 	10
	Section 3.02 Selection of Securities to be Redeemed	 	10
	Section 3.03 Notice of Redemption	 	10
	Section 3.04 Effect of Notice of Redemption	 	11
	Section 3.05 Deposit of Redemption Price	 	11
	Section 3.06 Securities Redeemed in Part	 	11
	 	 	 
	ARTICLE IV	COVENANTS	 	11
	 	 	 
	Section 4.01 Payment of Principal and Interest	 	11
	Section 4.02 SEC Reports	 	11
	Section 4.03 Compliance Certificate	 	11
	Section 4.04 Stay, Extension and Usury Laws	 	11
	 	 	 
	ARTICLE V	SUCCESSORS	 	12
	 	 	 
	Section 5.01 When Company May Merge, Etc.	 	12
	Section 5.02 Successor Corporation Substituted	 	12


 


	ARTICLE VI	DEFAULTS AND REMEDIES	 	12
	 	 	 
	Section 6.01 Events of Default	 	12
	Section 6.02 Acceleration of Maturity; Rescission and Annulment	 	13
	Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee	 	13
	Section 6.04 Trustee May File Proofs of Claim	 	14
	Section 6.05 Trustee May Enforce Claims Without Possession of Securities	 	14
	Section 6.06 Application of Money Collected	 	14
	Section 6.07 Limitation on Suits	 	15
	Section 6.08 Unconditional Right of Holders to Receive Principal and Interest	 	15



 






     


     


    

 





	Section 6.09 Restoration of Rights and Remedies	 	15
	Section 6.10 Rights and Remedies Cumulative	 	15
	Section 6.11 Delay or Omission Not Waiver	 	15
	Section 6.12 Control by Holders	 	16
	Section 6.13 Waiver of Past Defaults	 	16
	Section 6.14 Undertaking for Costs	 	16
	 	 	 
	ARTICLE VII	TRUSTEE	 	16
	 	 	 
	Section 7.01 Duties of Trustee	 	16
	Section 7.02 Rights of Trustee	 	17
	Section 7.03 Individual Rights of Trustee	 	18
	Section 7.04 Trustee’s Disclaimer	 	18
	Section 7.05 Notice of Defaults	 	18
	Section 7.06 Reports by Trustee to Holders	 	18
	Section 7.07 Compensation and Indemnity	 	18
	Section 7.08 Replacement of Trustee	 	19
	Section 7.09 Successor Trustee by Merger, etc.	 	19
	Section 7.10 Eligibility; Disqualification	 	19
	Section 7.11 Preferential Collection of Claims Against Company	 	19
	 	 	 
	ARTICLE VIII	SATISFACTION AND DISCHARGE; DEFEASANCE	 	20
	 	 	 
	Section 8.01 Satisfaction and Discharge of Indenture	 	20
	Section 8.02 Application of Trust Funds; Indemnification	 	20
	Section 8.03 Legal Defeasance of Securities of any Series	 	21
	Section 8.04 Covenant Defeasance	 	22
	Section 8.05 Repayment to Company	 	22
	Section 8.06 Reinstatement	 	23
	 	 	 
	ARTICLE IX	AMENDMENTS AND WAIVERS	 	23
	 	 	 
	Section 9.01 Without Consent of Holders	 	23
	Section 9.02 With Consent of Holders	 	24
	Section 9.03 Limitations	 	24
	Section 9.04 Compliance with Trust Indenture Act	 	24
	Section 9.05 Revocation and Effect of Consents	 	24
	Section 9.06 Notation on or Exchange of Securities	 	25
	Section 9.07 Trustee Protected	 	25
	 	 	 
	ARTICLE X	MISCELLANEOUS	 	25
	 	 	 
	Section 10.01 Trust Indenture Act Controls	 	25
	Section 10.02 Notices.	 	25
	Section 10.03 Communication by Holders with Other Holders	 	26
	Section 10.04 Certificate and Opinion as to Conditions Precedent	 	26
	Section 10.05 Statements Required in Certificate or Opinion	 	26
	Section 10.06 Rules by Trustee and Agents	 	26
	Section 10.07 Legal Holidays	 	26
	Section 10.08 No Recourse Against Others	 	26
	Section 10.09 Counterparts	 	26
	Section 10.10 Governing Laws	 	26
	Section 10.11 No Adverse Interpretation of Other Agreements	 	26







	Section 10.12 Successors	 	27
	Section 10.13 Severability	 	27
	Section 10.14 Table of Contents, Headings, Etc.	 	27
	 	 	 
	ARTICLE XI	SINKING FUNDS	 	27
	 	 	 
	Section 11.01 Applicability of Article	 	27







 






     


     


    

 





	Section 11.02 Satisfaction of Sinking Fund Payments with Securities	 	27
	Section 11.03 Redemption of Securities for Sinking Fund	 	27




 


TRINITY PLACE HOLDINGS INC.


Reconciliation and tie between Trust
Indenture Act of 1939 and


Indenture, dated as of_______, ____


 


	Section 310	(a)(1)	7.10
	 	(a)(2)	7.10
	 	(a)(3)	NOT APPLICABLE
	 	(a)(4)	NOT APPLICABLE
	 	(a)(5)	7.10
	 	(b)	7.10
	Section 311	(a)	7.11
	 	(b)	7.11
	 	(c)	NOT APPLICABLE
	Section 312	(a)	2.06
	 	(b)	10.03
	 	(c)	10.03
	Section 313	(a)	7.06
	 	(b)	7.06
	 	(c)	7.06
	 	(d)	7.06
	Section 314	(a)	4.02
	 	(a)(4)	10.05
	 	(b)	NOT APPLICABLE
	 	(c)	NOT APPLICABLE
	 	(d)	NOT APPLICABLE
	 	(e)	10.05
	 	(f)	NOT APPLICABLE


 






     


     


    

 


Indenture dated as
of________,______ between Trinity Place Holdings Inc., a Delaware corporation (“Company”), and_______, a_______,
as trustee (“Trustee”).


 


Each party agrees as
follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under
this Indenture.


 


ARTICLE I


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01  Definitions.


 


“Additional
Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified herein
or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are
owing to such Holders.


 


“Affiliate”
of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person.  For the purposes of this definition, “control” (including, with
correlative meanings, the terms “controlled by” and “under common control with”), as used with respect
to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such person, whether through the ownership of voting securities or by agreement or otherwise.


 


“Agent”
means any Registrar, Paying Agent or Service Agent.


 


“Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein,
the rules and procedures of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in
effect from time to time.


 


“Authorized
Newspaper” means a newspaper in an official language of the country of publication customarily published at least once
a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is
used.  If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute
a sufficient publication of such notice.


 


“Bearer”
means anyone in possession from time to time of a Bearer Security.


 


“Bearer Security”
means any Security, including any interest coupon appertaining thereto, that does not provide for the identification of the Holder
thereof.


 


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


 


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


 


“Business
Day” means, unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto
for a particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions
are authorized or required by law, regulation or executive order to close.


 


“Capital Interests”
means any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including,
without limitation, with respect to partnerships, partnership interests (whether general or limited) and any other interest or
participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of,
such partnership.


 


“Company”
means the party named as such above until a successor replaces it and thereafter means the successor.


 






    1


     


    

 


“Company Order”
means a written order signed in the name of the Company by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer.


 


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


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered.


 


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


 


“Depository”
means, with respect to the Securities of any Series issuable or issued in whole or part in the form of one or more Global Securities,
the person designated as Depositary for such Series by the Company, which Depository shall be a clearing agency registered under
the Exchange Act; and if at any time there is more than one such person, “Depository” as used with respect to the Securities
of any Series shall mean the Depository with respect to the Securities of such Series.


 


“Discount
Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02.


 


“Dollars”
and “$” means the currency of The United States of America.


 


“DTC”
means the Depository Trust Company, a New York corporation.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Foreign Currency”
means any currency or currency unit issued by a government other than the government of The United States of America.


  


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Standards Board or in such other statements by such other entity as have been approved by a significant segment
of the accounting profession.


 


“Global Security”
or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant
to Section 2.02 evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and
registered in the name of such Depository or nominee.


  


“Holder”
means a person in whose name a Security is registered or the holder of a Bearer Security.


 


“Indenture”
means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder.


 


“interest”
with respect to any Discount Security which by its terms bears interest only after Maturity means interest payable after Maturity.


 


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


 


“Officer”
means the Chief Executive Officer, Chief Financial Officer, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer
or any Assistant Secretary of the Company.


 






    2


     


    

 


“Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer.


 


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


 


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


 


“Principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in
respect of, the Security.


 


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office with direct responsibility for the administration
of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate
trust matter is referred because of his or her knowledge of and familiarity with a particular subject.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Series”
or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.01 and 2.02 hereof.


 


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


 


“Subsidiary”
means, with respect to any person, any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Interests entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof or, in the case of a partnership, more than 50% of the partners’ Capital Interests
(considering all partners’ Capital Interests as a single class), is at the time owned or controlled, directly or indirectly,
by such person or one or more of the other Subsidiaries of such person or combination thereof.


  


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture and the rules
and regulations promulgated thereunder; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such
date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so amended.


 


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


 


“U.S. Government
Obligations” means securities which are (i) direct obligations of The United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality
of The United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by The
United States of America, and which are not callable or redeemable at the option of the issuer thereof, and shall also include
a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or Principal of any such U.S. 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 U.S. Government
Obligation evidenced by such depository receipt.


 






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Section 1.02  Other
Definitions.


 


	term	 	defined in

 section	 
	“Bankruptcy Law”	 	 	6.01	 
	“Custodian”	 	 	6.01	 
	“Event of Default”	 	 	6.01	 
	“Legal Holiday”	 	 	10.07	 
	“mandatory sinking fund payment”	 	 	11.01	 
	“optional sinking fund payment”	 	 	11.01	 
	“Paying Agent”	 	 	2.04	 
	“Registrar”	 	 	2.04	 
	“Service Agent”	 	 	2.04	 
	“successor person”	 	 	5.01	 



 


Section 1.03  Incorporation
by Reference of Trust Indenture Act.


 


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


 


“Commission”
means the SEC.


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Holder.


 


“indenture
to be qualified” means this Indenture.


  


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


 


“obligor”
on the indenture securities means the Company and any successor obligor upon the Securities.


 


All other terms used
in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein are used herein as so defined.


 


Section 1.04  Rules
of Construction.


 


Unless the context
otherwise requires:


 


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


 


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


 


(c) references to “generally
accepted accounting principles” and “GAAP” shall mean generally accepted accounting principles in effect as of
the time when and for the period as to which such accounting principles are to be applied;


 


(d) “or”
is not exclusive;


 


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


 


(f) provisions apply
to successive events and transactions.


 






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ARTICLE II


THE SECURITIES


 


Section 2.01  Issuable
in Series.  The aggregate Principal amount of Securities that may be authenticated and delivered under this Indenture
is unlimited.  The Securities may be issued in one or more Series.  All Securities of a Series shall be identical
except as may be set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officers’
Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution.  In the
case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental
indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the
method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are
to be determined.  Securities may differ between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.


 


Section 2.02  Establishment
of Terms of Series of Securities.  At or prior to the issuance of any Securities within a Series, the following shall
be established (as to the Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series
or as to the Series generally in the case of Subsections 2.02(b) through 2.02(s) by or pursuant to a Board Resolution, and set
forth or determined in the manner provided in a Board Resolution, supplemental indenture or an Officers’ Certificate:


 


(a) the form and title
of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);


 


(b) the price or prices
(expressed as a percentage of the Principal amount thereof) at which the Securities of the Series will be issued;


 


(c) any limit upon
the aggregate Principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the Series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.06);


 


(d) the date or dates
on which the Principal of the Securities of the Series is payable;


 


(e) the rate or rates
(which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not
limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall
bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest,
if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date;


 


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


 


(g) if applicable,
the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the
Series may be redeemed, in whole or in part, at the option of the Company;


 


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


 


(i) the dates, if any,
on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the
Holders thereof and other detailed terms and provisions of such repurchase obligations;


 


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


 






    5


     


    

 


(k) if other than the
Principal amount thereof, the portion of the Principal amount of the Securities of the Series that shall be payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.02; 


 


(l) the currency of
denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and the agency or organization, if
any, responsible for overseeing such composite currency;


 


(m) the provisions,
if any, relating to any security provided for the Securities of the Series;


 


(n) any addition to
or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or
the requisite Holders of such Securities to declare the Principal amount thereof due and payable pursuant to Section 6.02;


 


(o) any addition to
or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;


 


(p) the provisions,
if any, relating to conversion of any Securities of such Series, including, if applicable, the securities into which the Securities
are convertible, the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option
of the Holders or at the option of the Company, the events requiring an adjustment of the conversion price and provisions affecting
conversion if such Series of Securities are redeemed;


  


(q) whether the Securities
of such Series will be senior debt securities or subordinated debt securities and, if applicable, a description of the subordination
terms thereof;


 


(r) any depositaries,
interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if
other than those appointed herein; and


 


(s) any other terms
of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series).


 


All Securities of any
one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture,
if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to
above, and, unless otherwise provided in such Board Resolution, a Series may be reopened, without the consent of the Holders, for
increases in the aggregate Principal amount of such Series and issuances of additional Securities of such Series.


 


Section 2.03  Execution
and Authentication.  One Officer shall sign the Securities for the Company by manual or facsimile signature.  If
an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security
shall nevertheless be valid.  A Security shall not be valid until authenticated by the manual signature of the Trustee
or an authenticating agent.  The signature shall be conclusive evidence that the Security has been authenticated under
this Indenture.  The Trustee shall at any time, and from time to time, authenticate Securities for original issue in
the Principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt
by the Trustee of a Company Order.  Such Company Order may authorize authentication and delivery pursuant to oral or
electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed
in writing.  Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate.  The aggregate Principal amount of Securities of any
Series outstanding at any time may not exceed any limit upon the maximum Principal amount for such Series set forth in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as provided
in Section 2.02 or 2.08.  Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject
to Section 7.02) shall be fully protected in relying on:  (a) the Board Resolution, supplemental indenture hereto or
Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the
terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section
10.04 and (c) an Opinion of Counsel complying with Section 10.04.  The Trustee shall have the right to decline to authenticate
and deliver any Securities of such Series:  (a) if the Trustee, being advised by counsel, determines that such action
may not be taken lawfully; or (b) if the Trustee’s by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine in good faith that such action would expose the Trustee to personal
liability to Holders of any then outstanding Series of Securities.  The Trustee may appoint an authenticating agent acceptable
to the Company to authenticate Securities.  An authenticating agent may authenticate Securities whenever the Trustee
may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 






    6


     


    

 


Section 2.04  Registrar
and Paying Agent.  The Company shall maintain, with respect to each Series of Securities, at the place or places
specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented
or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of
transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities
of such Series and this Indenture may be served (“Service Agent”).  The Registrar shall keep a register with
respect to each Series of Securities and to their transfer and exchange.  The Company will give prompt written notice
to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent.  If
at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish
the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.  The Company may also from time to time designate one or more co-registrars, additional
paying agents or additional service agents 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 obligations to maintain a Registrar, Paying Agent and
Service Agent in each place so specified pursuant to Section 2.02 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 name or address
of any such co-registrar, additional paying agent or additional service agent.  The term “Registrar” includes
any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent”
includes any additional service agent.  The Company hereby appoints the Trustee the initial Registrar, Paying Agent and
Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to
the time Securities of that Series are first issued.


 


Section 2.05  Paying
Agent to Hold Money in Trust.  The Company shall require each Paying Agent other than the Trustee to agree in writing
that the Paying Agent will hold in trust, for the benefit of Holders of any Series of Securities, or the Trustee, all money held
by the Paying Agent for the payment of Principal of or interest on the Series of Securities, and will notify the Trustee of any
default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary
of the Company) shall have no further liability for the money.  If the Company or a Subsidiary of the Company acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Securities all money
held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Securities.


 


Section 2.06  Holder
Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders of each Series of Securities and shall otherwise comply with TIA Section 312(a).  If
the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten (10) days before each interest payment
date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may
reasonably require, of the names and addresses of Holders of each Series of Securities.


 


Section 2.07  Transfer
and Exchange.  Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register
a transfer or to exchange them for an equal Principal amount of Securities of the same Series, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met.  To permit registrations of transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar’s request.  No service charge shall be
made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than
any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.06).  Neither
the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for
the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities
of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer
of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.


 






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Section 2.08  Mutilated,
Destroyed, Lost and Stolen Securities.


 


(a) If any mutilated
Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and make available for delivery
in exchange therefor a new Security of the same Series and of like tenor and Principal amount and bearing a number not contemporaneously
outstanding.  If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been
acquired by a protected purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available
for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and Principal
amount and bearing a number not contemporaneously outstanding.  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.


 


(b) Upon the issuance
of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.  Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that Series duly issued hereunder.  The provisions of this Section 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 2.09  Outstanding
Securities.  The Securities outstanding at any time are all the Securities authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by
the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding.  If a Security
is replaced pursuant to Section 2.08, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.  If the Paying Agent (other than the Company, a Subsidiary of the
Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities
payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases
to accrue.  A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the
Security.  In determining whether the Holders of the requisite principal amount of outstanding Securities have given
any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security
that shall be deemed to be outstanding for such purposes shall be the amount of the Principal thereof that would be due and payable
as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.


 


Section 2.10  Treasury
Securities.  In determining whether the Holders of the required principal amount of Securities of a Series have concurred
in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company shall
be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request,
demand, authorization, direction, notice, consent or waiver, only Securities of a Series that the Trustee knows are so owned shall
be so disregarded.


 


Section 2.11  Temporary
Securities.  Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities upon a Company Order.  Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary Securities.  Without unreasonable delay,
the Company shall prepare and the Trustee upon request shall authenticate definitive Securities of the same Series and date of
maturity in exchange for temporary Securities.  Until so exchanged, temporary securities shall have the same rights under
this Indenture as the definitive Securities. 


 






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Section 2.12  Cancellation.  The
Company at any time may deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment.  The Trustee
shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation in accordance
with its customary procedures and deliver such canceled Securities to the Company, unless the Company otherwise directs; provided
that the Trustee shall not be required to destroy Securities.  The Company may not issue new Securities to replace Securities
that it has paid or delivered to the Trustee for cancellation.


 


Section 2.13  Defaulted
Interest.  If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted
interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Holders
of the Series on a subsequent special record date.  The Company shall fix the record date and payment date.  At
least ten (10) days before the record date, the Company shall mail to the Trustee and to each Holder of the Series a notice that
states the record date, the payment date and the amount of interest to be paid.  The Company may pay defaulted interest
in any other lawful manner.


 


Section 2.14  Global
Securities.


 


(a) Terms of Securities.  A
Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a
Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security
or Securities.


 


(b) Transfer and Exchange.  Notwithstanding
any provisions to the contrary contained in Section 2.07 of the Indenture and in addition thereto, any Global Security shall be
exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the names of Holders other than the Depository
for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as
Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Exchange
Act, and, in either case, the Company fails to appoint a successor Depository registered as a clearing agency under the Exchange
Act within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect
that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such
Global Security shall have happened and be continuing.  Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate
Principal amount equal to the Principal amount of the Global Security with like tenor and terms.


 


(c) Except as provided
in Section 2.14(b), a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security
to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by
the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.


 


(d) Legend.  Any
Global Security issued 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 the Depository or a nominee
of the Depository.  This Security is exchangeable for Securities registered in the name of a person other than the Depository
or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the
Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository
or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.”


 


(e) Acts of Holders.  The
Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture.


 


(f) Payments.  Notwithstanding
the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the Principal of
and interest, if any, on any Global Security shall be made to the Holder thereof.


 






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(g) Consents, Declaration
and Directions.  Except as provided in Section 2.14(h), the Company, the Trustee and any Agent shall treat a person as
the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified
in a written statement of the Depository with respect to such Global Security, for purposes of obtaining any consents, declarations,
waivers or directions required to be given by the Holders pursuant to this Indenture.


 


(h) The Depository
or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the
Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the
Applicable Procedures.  Accordingly, any such owner’s beneficial interest in a Global Security will be shown only
on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee and such
owners of beneficial interests in a Global Security will not be considered the owners or holders thereof.


 


Section 2.15  CUSIP
Numbers.  The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed
on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Company
shall promptly notify the Trustee of any change in “CUSIP” numbers of which the Company becomes aware.


 


ARTICLE III


REDEMPTION


 


Section 3.01  Notice
to Trustee.  The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series
of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof
at such time and on such terms as provided for in such Securities.  If a Series of Securities is redeemable and the Company
wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms
of such Securities, it shall notify the Trustee of the redemption date and the Principal amount of Series of Securities to be redeemed.


 


Section 3.02  Selection
of Securities to be Redeemed.  Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental
indenture or an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall
select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate.  The Trustee
shall make the selection from Securities of the Series outstanding not previously called for redemption.  The Trustee
may select for redemption portions of the Principal of Securities of the Series that have denominations larger than $1,000.  Securities
of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities
of any Series issuable in other denominations pursuant to Section 2.02(j), the minimum Principal denomination for each Series and
integral multiples thereof.  Provisions of this Indenture that apply to Securities of a Series called for redemption
also apply to portions of Securities of that Series called for redemption.


 


Section 3.03  Notice
of Redemption.


 


(a) Unless otherwise
indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least
30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to
each Holder whose Securities are to be redeemed and, if any Bearer Securities are outstanding, publish on one occasion a notice
in an Authorized Newspaper.  The notice shall identify the Securities of the Series to be redeemed and shall state:


 


(i) the redemption
date;


 


(ii) the
redemption price;


 


(iii) the
name and address of the Paying Agent;


 


(iv) that
Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 






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(v) that
interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;


  


(vi) the
CUSIP number, if any; and


 


(vii) any
other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.


 


At the Company’s
request, the Trustee shall give the notice of redemption in the Company’s name and at its expense.


 


Section 3.04  Effect
of Notice of Redemption.  Once notice of redemption is mailed or published as provided in Section 3.03, Securities
of a Series called for redemption become due and payable on the redemption date and at the redemption price.  A notice
of redemption may not be conditional.  Upon surrender to the Paying Agent, such Securities shall be paid at the redemption
price plus accrued interest to the redemption date; provided that installments of interest 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 at
the close of business on the relevant record date therefor according to their terms and the terms of this Indenture.


 


Section 3.05  Deposit
of Redemption Price.  On or before 10:00 a.m., New York City time, on the redemption date, the Company shall deposit
with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed
on that date.


 


Section 3.06  Securities
Redeemed in Part.  Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the
Holder a new Security of the same Series and the same maturity equal in Principal amount to the unredeemed portion of the Security
surrendered.


 


ARTICLE IV


COVENANTS


 


Section 4.01  Payment
of Principal 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 interest, if any, on the Securities of that Series in accordance with
the terms of such Securities and this Indenture.


 


Section 4.02  SEC
Reports.  The Company shall, so long as any of the Securities are outstanding, electronically file with the Commission
the annual, quarterly and other periodic reports that the Company is required to file (or would be otherwise required to file)
with the Commission pursuant to Sections 13 and 15(d) of the Exchange Act.  The Company also shall comply with the other
provisions of TIA Section 314(a).  Delivery of any 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 rely exclusively on an Officers’ Certificate).


 


Section 4.03  Compliance
Certificate.  The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within
120 days after the end of each fiscal year of the Company, an Officers’ Certificate stating whether or not to the knowledge
of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions
hereof (without regard to any period of grace or requirement of notice provided hereunder), and if a Default or Event of Default
shall have occurred, specifying all such Defaults or Events of Default and the nature and status thereof of which they may have
knowledge.  The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within thirty
(30) days after becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with respect thereto.


 


Section 4.04  Stay,
Extension and Usury Laws.  The Company covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or
the Securities and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such
law and covenants that it will not, by resort to any such law, 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 has been enacted.


 






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ARTICLE V


SUCCESSORS


 


Section 5.01  When
Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all
or substantially all of its properties and assets to, any person (a “successor person”) unless:


 


(a) the Company is
the surviving corporation or the successor person (if other than the Company) is organized and validly existing under the laws
of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture;
and


 


(b) immediately after
giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing.


 


The Company shall deliver
to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and
an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


 


Section 5.02  Successor
Corporation Substituted.  Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company in accordance with Section 5.01, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in
the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under
this Indenture and the Securities.


 


ARTICLE VI


DEFAULTS AND REMEDIES


 


Section 6.01  Events
of Default.


 


“Event of
Default,” wherever used herein with respect to Securities of any Series, means any one of the following events, unless
in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall
not have the benefit of said Event of Default:


 


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


 


(b) default in the
payment of Principal of any Security of that Series at its Maturity; or


 


(c) default in the
performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for which
the consequences of nonperformance or breach are addressed elsewhere in this Section 6.01 and other than a covenant or warranty
that has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default
continues uncured for a period of 90 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 not less than a majority in principal amount of the outstanding Securities
of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or


 






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


 


(i) commences
a voluntary case or proceeding;


 


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


 


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


 


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


 


(v) makes
an admission by writing that it is generally unable to pay its debts as the same become due; or


 


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


 


(i) is for
relief against the Company in an involuntary case,


 


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


 


(iii) orders
the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 days; or


 


(f) any other Event
of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture
hereto or an Officers’ Certificate, in accordance with Section 2.02(n).


 


The term “Bankruptcy
Law” means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors.  The term
 “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


Section 6.02  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 (other than an Event of Default referred to in Section 6.01(d) or (e)), then in every such
case the Trustee or the Holders of not less than a majority in principal amount of the outstanding Securities of that Series may
declare the Principal amount (or, if any Securities of that Series are Discount Securities, such portion of the Principal amount
as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of 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 Holders), and upon
any such declaration such Principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately
due and payable.  If an Event of Default specified in Section 6.01(d) or (e) shall occur, the Principal amount (or specified
amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or any Holder.  At any time after such a
declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the
outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if all Events of Default with respect to Securities of that Series, other than the non-payment of the Principal
and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 6.13.  No such rescission shall affect any subsequent Default or impair any right
consequent thereon.


 


Section 6.03  Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants
that if:


 


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


 


(b) default is made
in the payment of Principal of any Security at the Maturity thereof,


 






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then the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for Principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest
on any overdue Principal and any overdue interest at the rate or rates prescribed therefor in such Securities and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


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


 


If an Event of Default
with respect to any 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 6.04  Trustee
May File Proofs of Claim.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities
or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the Principal
of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment of overdue Principal or interest) shall be entitled and empowered,
by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of Principal and interest owing
and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (b) 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
to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.05  Trustee
May Enforce Claims Without Possession of Securities.  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities
in respect of which such judgment has been recovered.


  


Section 6.06  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 interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


First:  To
the payment of all amounts due the Trustee under Section 7.07; and


 






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


 


Third:  To
the Company.


 


Section 6.07  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:


 


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


 


(b) the Holders of
at least a majority 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;


 


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


 


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


 


(e) 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 6.08  Unconditional
Right of Holders to Receive Principal 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 interest,
if any, on such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption,
on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


Section 6.09  Restoration
of Rights and Remedies.  If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 6.10  Rights
and Remedies Cumulative.  Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted
by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.11  Delay
or Omission Not Waiver.  No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein.  Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.


 






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Section 6.12  Control
by Holders.  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:


 


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


 


(b) the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent with such direction, and


 


(c) subject to the
provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith
shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal
liability.


 


Section 6.13  Waiver
of Past Defaults.  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 such
Series and its consequences, except a Default (i) in the payment of the Principal of or interest on any Security of such Series
(provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind
an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) in respect
of a covenant or provision hereof which 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 impair any right consequent thereon.


  


Section 6.14  Undertaking
for Costs.  All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit
instituted by any Holder for the enforcement of the payment of the Principal of or interest on any Security on or after the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date).


 


ARTICLE VII


TRUSTEE


 


Section 7.01  Duties
of Trustee.


 


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


 


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


 


(i) The Trustee
need perform only those duties that are specifically set forth in this Indenture and no others.


 


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


 






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


 


(i) This
paragraph does not limit the effect of paragraph (b) of this Section.


 


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


 


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


 


(d) Every provision
of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section.


 


(e) The Trustee may
refuse to perform any duty or exercise any right or power at the request or direction of any Holder unless it receives indemnity
satisfactory to it against any loss, liability or expense.


 


(f) The Trustee shall
not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


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


 


(h) The Paying Agent,
the Registrar and any Service Agent or authenticating agent shall be entitled to the protections, immunities and standard of care
as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee.


 


Section 7.02  Rights
of Trustee.


 


(a) The Trustee may
rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been
signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in the document.


 


(b) Before the Trustee
acts or refrains from acting, it may require an Officers’ Certificate.  The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’ Certificate.


 


(c) The Trustee may
act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.  No
Depository shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depository.


 


(d) The Trustee shall
not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or
powers, provided that the Trustee’s conduct does not constitute negligence or bad faith.


 


(e) The Trustee may
consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon.


 






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(f) 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 unless such Holders shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


 


(g) The Trustee shall
not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper
or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit.


 


(h) 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 generally or the Securities of a particular Series and this Indenture.


 


(i) The permissive
rights of the Trustee enumerated herein shall not be construed as duties.


 


Section 7.03  Individual
Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee.  Any
Agent may do the same with like rights.  The Trustee is also subject to Sections 7.10 and 7.11.


 


Section 7.04  Trustee’s
Disclaimer.  The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities,
it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for
any statement in the Securities other than its authentication.


   


Section 7.05  Notice
of Defaults.  If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series
and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Holder of the Securities of that Series
and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event
of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default
or Event of Default.  Except in the case of a Default or Event of Default in payment of Principal of or interest on any
Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of Holders of that Series.


 


Section 7.06  Reports
by Trustee to Holders.  Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Holders,
as their names and addresses appear on the register kept by the Registrar and, if any Bearer Securities are outstanding, publish
in an Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA Section
313(a), (b), (c) and (d).  A copy of each report at the time of its mailing to Holders of any Series shall be filed with
the SEC and each stock exchange on which the Securities of that Series are listed.  The Company shall promptly notify
the Trustee when Securities of any Series are listed on any stock exchange.


 


Section 7.07  Compensation
and Indemnity.  The Company shall pay to the Trustee from time to time compensation for its services as the Company
and the Trustee shall from time to time agree upon in writing.  The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon request for
all reasonable out-of-pocket expenses incurred by it.  Such expenses shall include the reasonable compensation and expenses
of the Trustee’s agents and counsel.  The Company shall indemnify each of the Trustee and any predecessor Trustee
(including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee) incurred by it except as set forth in this Section 7.07 in the performance
of its duties under this Indenture as Trustee or Agent.  The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity.  The Company shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need
not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall
apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of
the Trustee through the negligence or bad faith of any such persons. To secure the Company’s payment obligations in this
Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the
Trustee, except that held in trust to pay Principal of and interest on particular Securities of that Series. When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section
shall survive the resignation or removal of the Trustee and the termination of this Indenture.


 






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Section 7.08  Replacement
of Trustee.  A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustee’s acceptance of appointment as provided in this Section.  The Trustee may resign
with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed
resignation.  The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with
respect to that Series by so notifying the Trustee and the Company.  The Company may remove the Trustee with respect
to Securities of one or more Series if:


 


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


 


(b) the Trustee is
adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;


 


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


 


(d) the Trustee becomes
incapable of acting.


  


If the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.


 


If a successor Trustee
with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of
the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Immediately after
that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided
for in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee
shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as
Trustee under this Indenture.  A successor Trustee shall mail a notice of its succession to each Holder of each such
Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper.  Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue
for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to the date of such replacement.


 


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


 


Section 7.10  Eligibility;
Disqualification.  This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1),
(2) and (5).  The Trustee shall comply with TIA Section 310(b).


 


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


 






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ARTICLE VIII


SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.01  Satisfaction
and Discharge of Indenture.


 


This Indenture shall
upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a) any of the following
shall have occurred:


 


(i) no Securities
have been issued hereunder;


 


(ii) all
Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have
been replaced or paid) have been delivered to the Trustee for cancellation; or


 


(iii) all
such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become
due and payable at their Stated Maturity within one year, or (3) 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 has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of
paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for
Principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to
the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


  


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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall
have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04 , 2.05 , 2.07, 2.08,
8.01, 8.02 and 8.05 shall survive.


 


Section 8.02  Application
of Trust Funds; Indemnification.


 


(a) Subject to the
provisions of Section 8.05, all money deposited with the Trustee pursuant to Section 8.01, all money and U.S. Government Obligations
deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 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 (other than
the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the Principal and
interest for whose payment such money has been deposited with or received by the Trustee or analogous payments as contemplated
by Sections 8.03 or 8.04.


 


(b) The Company shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations
deposited pursuant to Sections 8.03 or 8.04 or the interest and Principal received in respect of such obligations other than any
payable by or on behalf of Holders.


 


(c) The Trustee shall
deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or money held by it as provided
in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such U.S. Government Obligations or money were deposited or received. This provision
shall not authorize the sale by the Trustee of any U.S. Government Obligations held under this Indenture.


 






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Section 8.03  Legal
Defeasance of Securities of any Series.  Unless this Section 8.03 is otherwise specified, pursuant to Section 2.02(s),
to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof,
and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect
(and the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments acknowledging the same),
except as to:


 


(a) the rights of Holders
of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the Principal
of and each installment of Principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such
Principal or installment of Principal or interest, and (ii) the benefit of any mandatory sinking fund payments applicable to the
Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture
and the Securities of such Series; and


 


(b) the provisions
of Sections 2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05; and


 


(c) the rights, powers,
trust and immunities of the Trustee hereunder;


 


provided that, the
following conditions shall have been satisfied:


 


(d) with reference
to this Section 8.03, the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c))
with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for
and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated
in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated
in a Foreign Currency (other than a composite currency) and/or money, which through the payment of interest and Principal in respect
thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on
such Trustee), not later than one day before the due date of any payment of money, an amount in cash, 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 each installment of Principal of and interest, if any, on and any mandatory sinking fund payments
in respect of all the Securities of such Series on the dates such installments of interest or Principal and such sinking fund payments
are due;


 


(e) such deposit will
not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which
the Company is a party or by which it is bound;


 


(f) no Default or Event
of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during
the period ending on the 91st day after such date;


 


(g) the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect 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
of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same
amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had
not occurred;


 


(h) the Company shall
have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company;


 






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(i) the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for relating to the defeasance contemplated by this Section have been complied with; and


 


(j) such defeasance
shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment
Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.


 


Section 8.04  Covenant
Defeasance.  Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to
Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company
may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections
4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or
a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such
covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence
of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate
delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder,
with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:


 


(a) with reference
to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with
the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in
Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated
in a Foreign Currency (other than a composite currency), and/or money, which through the payment of interest and Principal in respect
thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on
such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion
of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge each installment of Principal of and interest, if any, on and any mandatory sinking fund payments
in respect of the Securities of such Series on the dates such installments of interest or Principal and such sinking fund payments
are due;


 


(b) such deposit will
not result in a breach or violation of, or constitute a default under, this Indenture or any other 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 the Securities of such Series shall have occurred and be continuing on the date of such deposit or during
the period ending on the 91st day after such date;


 


(d) the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit and 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 deposit and
covenant defeasance had not occurred;


 


(e) the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and


 


(f) Such defeasance
shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment
Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.


 


Section 8.05  Repayment
to Company.  The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them
for the payment of Principal and interest that remains unclaimed for two years, and after such time, Holders entitled to the money
must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.


 






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Section 8.06  Reinstatement.  If
the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any series in accordance with
Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture with respect to the
Securities of such series and under the Securities of such series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance
with Section 8.01; provided, however, that if the Company has made any payment of Principal of or interest on any Additional Amounts
with respect to any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of
the Holders of such Securities to receive such payment from the money held by the Trustee or the Paying Agent.


 


ARTICLE IX


AMENDMENTS AND WAIVERS


 


Section 9.01  Without
Consent of Holders.  The Company and the Trustee may amend or supplement this Indenture or the Securities of one
or more Series without the consent of any Holder:


 


(a) to evidence the
succession of another person to the Company under this Indenture and the Securities and the assumption by any such successor person
of the obligations of the Company hereunder and under the Securities;


 


(b) to add or remove
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 for the benefit of
such series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect
the interests of the Company;


 


(c) to add any additional
Events of Default;


 


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


 


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


 


(f) to establish the
forms or terms of the Securities of any series issued pursuant to the terms hereof;


 


(g) to cure any ambiguity
or correct any inconsistency in this Indenture;


 


(h) 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;


 


(i) to qualify this
Indenture under the Trust Indenture Act;


 


(j) to provide for
uncertificated securities in addition to certificated securities;


 


(k) to supplement any
provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided
that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; and


 


(l) to comply with
the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed
or traded.


 






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Section 9.02  With
Consent of Holders.  The Company and the Trustee may enter into a supplemental indenture with the written consent
of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental
indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series),
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the Holders of each such Series.  Except as
provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by
notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such
Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series.  It
shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of any
proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof.  After
a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities affected
thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver.  Any failure by the Company to mail or publish such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.


  


Section 9.03  Limitations.  Without
the consent of each Holder affected, an amendment or waiver may not:


 


(a) reduce the amount
of Securities whose Holders must consent to an amendment, supplement or waiver;


 


(b) reduce the rate
of or extend the time for payment of interest (including default interest) on any Security;


 


(c) reduce the Principal
or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking
fund or analogous obligation;


 


(d) reduce the Principal
amount of Discount Securities payable upon acceleration of the maturity thereof;


 


(e) waive a Default
or Event of Default in the payment of the Principal of or interest, if any, on any Security (except a rescission of acceleration
of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such
Series and a waiver of the payment default that resulted from such acceleration);


 


(f) make the Principal
of or interest, if any, on any Security payable in any currency other than that stated in the Security;


 


(g) make any change
in Sections 6.08, 6.13, or 9.03; or


 


(h) waive a redemption
payment with respect to any Security.


 


Section 9.04  Compliance
with Trust Indenture Act.  Every amendment to this Indenture or the Securities of one or more Series shall be set
forth in a supplemental indenture hereto that complies with the TIA as then in effect.


 


Section 9.05  Revocation
and Effect of Consents.  Until an amendment is set forth in a supplemental indenture or a waiver becomes effective,
a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion
of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made
on any Security.  However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion
of a Security if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver
becomes effective.  Any amendment or waiver once effective shall bind every Holder of each Series affected by such amendment
or waiver unless it is of the type described in any of clauses (a) through (h) of Section 9.03.  In that case, the amendment
or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of
a Security that evidences the same debt as the consenting Holder’s Security.


 






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Section 9.06  Notation
on or Exchange of Securities.  The Trustee may place an appropriate notation about an amendment or waiver on any
Security of any Series thereafter authenticated.  The Company in exchange for Securities of that Series may issue and
the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver.


  


Section 9.07  Trustee
Protected.  In executing, or accepting the additional trusts created by, any supplemental indenture permitted by
this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, in
addition to the documents required by Section 10.04, and (subject to Section 7.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.  The
Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely
affects its rights.


 


ARTICLE X


MISCELLANEOUS


 


Section 10.01  Trust
Indenture Act Controls.  If any provision of this Indenture limits, qualifies or conflicts with another provision
which is required or deemed be included in this Indenture by the TIA, such required or deemed provision shall control.


 


Section 10.02  Notices.


 


(a) Any notice or communication
by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered
in person or mailed by first-class mail or sent by telecopier transmission addressed as follows:


 


if to the Company:


 


Trinity Place Holdings Inc.


340 Madison Avenue, Suite 3C


New
York, NY 10173


Attention: Steven Kahn


Telephone: (212) 235-2195


Facsimile: (212) 235-2199


 


if to the Trustee:


 


[●]


 


(b) The Company or
the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.  Any
notice or communication to a Holder shall be mailed by first-class mail to his address shown on the register kept by the Registrar
and, if any Bearer Securities are outstanding, published in an Authorized Newspaper.  Failure to mail a notice or communication
to a Holder of any Series or any defect in it shall not affect its sufficiency with respect to other Holders of that or any other
Series.  If a notice or communication is mailed or published in the manner provided above, within the time prescribed,
it is duly given, whether or not the Holder receives it.  If the Company mails a notice or communication to Holders,
it shall mail a copy to the Trustee and each Agent at the same time.


 


(c) Any notice or demand
that by any provision of this Indenture is required or permitted to be given or served by the Company may, at the Company’s
written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable
to the Trustee) to the date on which such notice must be given or served, be given or served by the Trustee in the name of and
at the expense of the Company.


 






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Section 10.03  Communication
by Holders with Other Holders.  Holders of any Series may communicate pursuant to TIA Section 312(b) with other Holders
of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series.  The
Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).


 


Section 10.04  Certificate
and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:


 


(a) an Officers’
Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with; and


 


(b) an Opinion of Counsel
stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


Section 10.05  Statements
Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the
provisions of TIA Section 314(e) and shall include:


 


(a) a statement that
the person making such certificate or opinion has read such covenant or condition;


 


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


 


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


 


(d) a statement as
to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


Section 10.06  Rules
by Trustee and Agents.  The Trustee may make reasonable rules for action by or a meeting of Holders of one or more
Series.  Any Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 10.07  Legal
Holidays.  Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto
for a particular Series, a “Legal Holiday” is any day that is not a Business Day.  If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.


 


Section 10.08  No
Recourse Against Others.  A director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation.  Each Holder by accepting a Security waives and releases all such liability.  The
waiver and release are part of the consideration for the issue of the Securities.


 


Section 10.09  Counterparts.  This
Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


Section 10.10  Governing
Laws.  This Indenture and the Securities will be governed by, and construed in accordance with, the internal laws
of the State of New York, without regard to conflict of law principles that would result in the application of any law other than
the laws of the State of New York.


 


Section 10.11  No
Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or a Subsidiary of the Company.  Any such indenture, loan or debt agreement may not
be used to interpret this Indenture.


 






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Section 10.12  Successors.  All
agreements of the Company in this Indenture and the Securities shall bind its successor.  All agreements of the Trustee
in this Indenture shall bind its successor.


 


Section 10.13  Severability.  In
case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 10.14  Table
of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify
or restrict any of the terms or provisions hereof.


 


ARTICLE XI


SINKING FUNDS


 


Section 11.01  Applicability
of Article.  The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities
of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture.  The
minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a
 “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series
is herein referred to as an “optional sinking fund payment.”  If provided for by the terms of Securities
of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.02.  Each
sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities
of such Series.


 


Section 11.02  Satisfaction
of Sinking Fund Payments with Securities.  The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding
Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called
for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is
applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms
of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking
fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been
previously so credited.  Such Securities shall be received by the Trustee, together with an Officers’ Certificate
with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities
for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.  If as
a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.02, the Principal amount
of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such
cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to
the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities
of that Series purchased by the Company having an unpaid Principal amount equal to the cash payment required to be released to
the Company.


 


Section 11.03  Redemption
of Securities for Sinking Fund.  Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental
indenture or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date
for any Series of Securities, 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 and the portion thereof, if any, which is to be satisfied by delivering and crediting
of Securities of that Series pursuant to Section 11.02, and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified.  Not
less than 30 days (unless otherwise indicated in the Board Resolution, Officers’ Certificate or supplemental indenture in
respect of a particular Series of Securities) 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 3.02 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 3.03.  Such notice having
been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.04, 3.05
and 3.06.


 






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


 


TRINITY PLACE HOLDINGS INC.


 


	By:	 	 
	Name: 	 	 
	Title:	 	 



 


	____________________, as Trustee	 



 


	By:	 	 
	Name:	 	 
	Title: