Exhibit 4.1


 


INDENTURE


 


Dated as of [_______] [___], 20[_]


 


 Between


 


FXCM INC.,




as Issuer


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


as Trustee


 






     


     


    

 


CERTAIN SECTIONS OF THIS INDENTURE

RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE,

OF THE TRUST INDENTURE ACT OF 1939


 


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


 


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


 






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TABLE OF CONTENTS


 


	 	Page
	 	 
	PARTIES	1
	 	 
	RECITALS	1
	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 101.	Definitions	1
	Section 102.	Compliance Certificates and Opinions	6
	Section 103.	Form of Documents Delivered to Trustee	6
	Section 104.	Acts of Holders; Record Dates	7
	Section 105.	Notices, Etc. , to Trustee and Company	8
	Section 106.	Notice to Holders; Waiver	9
	Section 107.	Conflict with Trust Indenture Act	9
	Section 108.	Effect of Headings and Table of Contents	9
	Section 109.	Successors and Assigns	9
	Section 110.	Separability Clause	9
	Section 111.	Benefits of Indenture	9
	Section 112.	Governing Law	10
	Section 113.	Legal Holidays	10
	Section 114.	No Recourse Against Others	10
	Section 115.	WAIVER OF JURY TRIAL	10
	Section 116.	USA PATRIOT Act	10
	 	 
	ARTICLE II SECURITY FORMS	11
	 	 	 
	Section 201.	Forms Generally	11
	Section 202.	Form of Legend for Global Securities	11
	Section 203.	Form of Trustee’s Certificate of Authentication	11
	 	 
	ARTICLE III THE SECURITIES	12
	 	 	 
	Section 301.	Amount Unlimited; Issuable in Series	12
	Section 302.	Denominations	14
	Section 303.	Execution, Authentication, Delivery and Dating	14
	Section 304.	Temporary Securities	15
	Section 305.	Registration, Registration of Transfer and Exchange	16
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	17
	Section 307.	Payment of Interest; Interest Rights Preserved	18
	Section 308.	Persons Deemed Owners	19
	Section 309.	Cancellation	19
	Section 310.	Computation of Interest	19
	Section 311.	CUSIP Numbers	19
	Section 312.	Original Issue Discount	19



 






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	 	Page
	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE	20
	 	 	 
	Section 401.	Satisfaction and Discharge of Indenture	20
	Section 402.	Application of Trust Money	20
	 	 	 
	ARTICLE V REMEDIES	21
	 	 	 
	Section 501.	Events of Default	21
	Section 502.	Acceleration of Maturity; Rescission and Annulment	22
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee.	23
	Section 504.	Trustee May File Proofs of Claim	23
	Section 505.	Trustee May Enforce Claims Without Possession of Securities	24
	Section 506.	Application of Money Collected	24
	Section 507.	Limitation on Suits	24
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities	25
	Section 509.	Rights and Remedies Cumulative	25
	Section 510.	Delay or Omission Not Waiver	25
	Section 511.	Control by Holders	25
	Section 512.	Waiver of Past Defaults	26
	Section 513.	Undertaking for Costs	26
	Section 514.	Waiver of Usury, Stay or Extension Laws	26
	Section 515.	Restoration of Rights and Remedies	26
	 	 	 
	ARTICLE VI THE TRUSTEE	27
	 	 	 
	Section 601.	Certain Duties and Responsibilities of Trustee	27
	Section 602.	Notice of Defaults	28
	Section 603.	Certain Rights of Trustee	28
	Section 604.	Not Responsible for Recitals or Issuance of Securities	29
	Section 605.	May Hold Securities	29
	Section 606.	Money Held in Trust	29
	Section 607.	Compensation and Reimbursement	30
	Section 608.	Conflicting Interests	30
	Section 609.	Corporate Trustee Required; Eligibility	30
	Section 610.	Resignation and Removal; Appointment of Successor	31
	Section 611.	Acceptance of Appointment by Successor	32
	Section 612.	Merger, Conversion, Consolidation or Succession to Business	33
	Section 613.	Preferential Collection of Claims Against Company	33
	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE AND THE COMPANY	34
	 	 	 
	Section 701.	Company to Furnish Trustee Names and Addresses of Holders	34
	Section 702.	Preservation of Information; Communications to Holders	34
	Section 703.	Reports by Trustee	34
	Section 704.	Reports by the Company	34



 



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	 	Page
	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER AND SALE OF ASSETS	35
	 	 	 
	Section 801.	Company May Merge or Transfer Assets on Certain Terms	35
	Section 802.	Successor Person Substituted	35
	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	36
	 	 	 
	Section 901.	Supplemental Indentures Without Consent of Holders	36
	Section 902.	Supplemental Indentures With Consent of Holders	37
	Section 903.	Execution of Supplemental Indentures	38
	Section 904.	Effect of Supplemental Indentures	38
	Section 905.	Conformity with Trust Indenture Act	38
	Section 906.	Reference in Securities to Supplemental Indentures	38
	 	 
	ARTICLE X COVENANTS	39
	 	 	 
	Section 1001.	Payment of Principal, Premium, if any, and Interest	39
	Section 1002.	Maintenance of Office or Agency	39
	Section 1003.	Money for Securities Payments to Be Held in Trust	39
	Section 1004.	Statement by Officers as to Default	40
	Section 1005.	Waiver of Certain Covenants	40
	 	 
	ARTICLE XI REDEMPTION OF SECURITIES	41
	 	 	 
	Section 1101.	Applicability of Article	41
	Section 1102.	Election to Redeem; Notice to Trustee	41
	Section 1103.	Selection by Trustee of Securities to Be Redeemed	41
	Section 1104.	Notice of Redemption	42
	Section 1105.	Deposit of Redemption Price	43
	Section 1106.	Securities Payable on Redemption Date	43
	Section 1107.	Securities Redeemed in Part	43
	 	 	 
	ARTICLE XII SINKING FUNDS	44
	 	 	 
	Section 1201.	Applicability of Article	44
	Section 1202.	Satisfaction of Sinking Fund Payments with Securities	44
	Section 1203.	Redemption of Securities for Sinking Fund	44
	 	 	
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE	45
	 	 	
	Section 1301.	Company’s Option to Effect Defeasance or Covenant Defeasance	45
	Section 1302.	Defeasance and Discharge	45
	Section 1303.	Covenant Defeasance	45
	Section 1304.	Conditions to Defeasance or Covenant Defeasance	46
	Section 1305.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	47
	Section 1306.	Reinstatement	48


 



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INDENTURE, dated as of [_______] [___],
20[_], between FXCM Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”)
and Wells Fargo Bank, National Association, a national banking association, as Trustee (herein called the “Trustee”).


 


RECITALS


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 101.         Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


	 	(6)	“including” means including without limitation;


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


“Bankruptcy Law” has
the meaning specified in Section 501.


 


“Board of Directors”
means the board of directors of the Company or any duly authorized committee of that board or any director or directors and/or
officer or officers of the Company to whom that board or committee shall have duly delegated its authority.


 


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


 


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


 


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


 


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


 


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


 


“Corporate Trust Office”
means the principal office of the Trustee at which, at any particular time, its corporate trust business shall be conducted (which
office is located as of the date of this Indenture at Wells Fargo Bank, National Association, 150 East 42nd Street,
40th Floor, New York, NY 10017, Attention: Corporate Trust Services - Administrator for FXCM Inc., or any other time
at such other address as the Trustee may designate from time to time by notice to the Company and the Holders, or the principal
corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time
by notice to the Holders and the Company)).


 


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


 


“Custodian” has the meaning
specified in Section 501.


 






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


 


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


 


“Defeasance” has the
meaning specified in Section 1302.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Opinion of Counsel”
means a written opinion of counsel (who may be counsel for the Company) and who shall be reasonably acceptable to the Trustee.
The counsel may be an employee of the Company. Opinions of Counsel required to be delivered under this Indenture may have qualifications
customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely as to factual matters on certificates
of the Company or governmental or other officials customary for opinions of the type required.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Responsible Officer”
means, when used with respect to the Trustee, any Vice President, any assistant Vice President, any trust officer or assistant
trust officer, or any other officer associated with the corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers who at the time shall be such officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s
knowledge of and familiarity with the particular subject and in each case who shall have direct responsibility for the administration
of this Indenture.


 


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


 


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


 


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


 


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


 


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


 






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“Subsidiary” means any
corporation, partnership, joint venture, limited liability company, association or other business entity of which more than 50%
of the outstanding voting stock (or equivalent equity interest) is owned, directly or indirectly, by the Company or by one or more
other Subsidiaries (or a combination thereof). For purposes of this definition, “voting stock” means with respect to
any specified “person” (as that term is used in Section 13(d) of the Exchange Act), the capital stock of such person
that is at the time entitled to vote generally in the election of the board of directors of such person.


 


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


 


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


 


“U.S. Government Obligation”
has the meaning specified in Section 1304(1).


 


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


 


Section 102.         Compliance
Certificates and Opinions.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 103.         Form
of Documents Delivered to Trustee.


 


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


 






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


 


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


 


Section 104.         Acts
of Holders; Record Dates.


 


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


 


The fact and date of the execution by any
Person of any such instrument or writing may be proved in any manner which the Trustee reasonably deems sufficient. Where such
execution is by a Person acting in a capacity other than such Person’s individual capacity, such certificate or affidavit
shall also constitute sufficient proof of such Person’s authority. The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 


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


 


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


 


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


 






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


 


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


 


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


 


In addition to the foregoing, the Trustee
agrees to accept and act upon written notice, instructions or directions pursuant to this Indenture sent by unsecured e-mail in
PDF format, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a)
the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally
executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions
shall be signed by an authorized representative of the party providing such instructions or directions. The Trustee shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with
such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.


 


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


 


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


 


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


 


	 	(2)	the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing (including telecopy) and mailed, first-class postage prepaid, or electronically mailed in PDF format to the Company addressed to the attention of the Secretary of the Company at the address of the Company’s principal office specified in writing to the Trustee by the Company and, until further notice, at, in the case of the Company, 55 Water Street, Floor 50, New York, New York 10041, fax number: (646) 432-2997, Attention: General Counsel.


 






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Section 106.         Notice
to Holders; Waiver.


 


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


 


If it shall be impracticable to give such
notice by mail, then such notification in lieu thereof as shall be made by the Company with the approval of the Trustee or by the
Trustee on behalf of and at the written instruction of the Company shall constitute a sufficient notification for every purpose
hereunder.


 


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


 


Section 107.         Conflict
with Trust Indenture Act.


 


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


 


Section 108.         Effect
of Headings and Table of Contents.


 


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


 


Section 109.         Successors
and Assigns.


 


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


 


Section 110.         Separability
Clause.


 


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


 


Section 111.         Benefits
of Indenture.


 


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


 






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Section 112.         Governing
Law.


 


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


 


Section 113.         Legal
Holidays.


 


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


 


Section 114.         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 this Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder
shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.


 


Section 115.         WAIVER
OF JURY TRIAL.


 


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


 


Section 116.         USA
PATRIOT Act.


 


The parties hereto acknowledge that in accordance
with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of
terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity
that establishes a relationship or opens an account with the Trustee. The Company agrees that it will provide the Trustee with
such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 






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ARTICLE
II

SECURITY FORMS


 


Section 201.         Forms
Generally.


 


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


 


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


 


Section 202.         Form
of Legend for Global Securities.


 


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


 


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


 


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


 


Section 203.         Form
of Trustee’s Certificate of Authentication.


 


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


 


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


 


Dated:


 


	 	Wells Fargo Bank, National Association,
	 	as Trustee
	 	 	 
	 	By:  	 
	 	Authorized Signatory


 






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ARTICLE
III

THE SECURITIES


 


Section 301.         Amount
Unlimited; Issuable in Series.


 


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


 


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


 


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


 


	 	(2)	the limit, if any, on the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);


 


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


 


	 	(4)	whether the Securities rank as senior Securities or subordinated Securities and the terms of any such subordination;


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



 






    -13-


     


    

 


	 	(21)	whether the Securities of the series will be guaranteed by any Person or Persons and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;


 


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


 


	 	(23)	if other than Wells Fargo Bank, National Association is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee; and


 


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


 


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


 


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


 


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


 


Section 302.        Denominations.


 


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


 


Section 303.        Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf
of the Company by its Chairman of the Board, one of its Co-Chairmen of the Board, one of its Vice Chairmen, its Chief Executive
Officer, one of its Co-Chief Executive Officers, its President, its Chief Financial Officer, its Chief Accounting Officer, its
Controller, its Treasurer or one of its Assistant Treasurers. The signature on the Securities may be manual or facsimile.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Each Security shall be dated the date of
its authentication.


 


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


 


Section 304.        Temporary
Securities.


 


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


 






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


 


Section 305.        Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities
and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


	 	(2)	Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Security, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company so directs the Trustee by a Company Order or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.


 


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


 


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


 


	 	(5)	Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 


Each Holder of a Security agrees to indemnify
the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security
in violation of any provision of this Indenture and/or applicable United States federal or state securities law.


 


The Trustee shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary
Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


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


 


If any mutilated Security is surrendered
to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


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


  


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.


 






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


 


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


 


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


 


Section 307.        Payment
of Interest; Interest Rights Preserved.


 


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


 


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


 


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


 


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


 


 


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


 






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


 


Section 308.        Persons
Deemed Owners.


 


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


 


Section 309.        Cancellation.


 


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


 


Section 310.        Computation
of Interest.


 


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


 


Section 311.        CUSIP
Numbers.


 


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


 


Section 312.        Original
Issue Discount.


 


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


 






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ARTICLE
IV


SATISFACTION
AND DISCHARGE


 


Section 401.        Satisfaction
and Discharge of Indenture.


 


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


 


	 	(1)	either


 


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


 


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


 


	 	(i)	have become due and payable, or


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 402.        Application
of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the applicable series of Securities and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and premium, if any, and interest for whose payment such money has been deposited with the Trustee. All money deposited
with the Trustee pursuant to Section 401 (and held by it or any Paying Agent) for the payment of Securities subsequently converted
into other property shall be returned to the Company upon Company Request.


 






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ARTICLE
V


REMEDIES


 


Section 501.        Events
of Default.


 


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


 


(1)         the
Company defaults in the payment of any installment of interest on any Security of such series for 30 days after becoming due;


 


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


 


(3)         the
Company defaults in the deposit of any sinking fund payment, when and as due by the terms of a Security of such series;


 


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


 


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


 


(A)         commences
a voluntary case or proceeding;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Section 502.        Acceleration
of Maturity; Rescission and Annulment.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Section 504.        Trustee
May File Proofs of Claim.


 


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order
to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized 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 and any predecessor Trustee under Section 607.


 


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


 






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


 


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


 


Section 506.        Application
of Money Collected.


 


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


 


FIRST: To the payment of all amounts
due the Trustee under Section 607;


 


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


 


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


 


Section 507.        Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 






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


  


it being understood and intended and being expressly covenanted
by the taker and holder of every Security, with every other taker and holder with the Trustee 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 (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders) or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such Holders.


 


Section
508.       Unconditional Right of Holders to Receive Principal, Premium and Interest and
to Convert Securities.



 


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


 


Section 509.        Rights
and Remedies Cumulative.


 


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


 


Section 510.        Delay
or Omission Not Waiver.


 


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


 


Section 511.        Control
by Holders.


 


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


 


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


 


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


 






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Section 512.        Waiver
of Past Defaults.


 


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


 


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


 


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


 


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


 


Section 513.        Undertaking
for Costs.


 


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


 


Section 514.        Waiver
of Usury, Stay or Extension Laws.


 


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


 


Section 515.        Restoration
of Rights and Remedies.


 


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


 






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ARTICLE
VI


THE
TRUSTEE


 


Section 601.        Certain
Duties and Responsibilities of Trustee.


 


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


 


 


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


 


	 	(B)	in the absence of willful misconduct or negligence on its part, the Trustee may conclusively rely with respect to the Securities of such series, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


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


 


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


 


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


 


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


 


	 	(C)	the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, determined as provided in Sections 101, 104 and 511, 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; and








 


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


 


	 	(4)	Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.


 






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Section 602.        Notice
of Defaults.


 


If a Default or an Event of Default occurs
with respect to Securities of any series and is continuing and if it is actually known to the Trustee, the Trustee shall mail to
each Holder of Securities of such series notice of the Default within 90 days after it is known to a Responsible Officer or written
notice of it is received by a Responsible Officer. Except in the case of a Default in payment of principal of or interest on any
Security, the Trustee shall be protected in withholding such notice if and so long as it in good faith determines that the withholding
of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any default
of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 


Section 603.        Certain
Rights of Trustee.


 


Subject to the provisions of Section 601:


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


	 	(8)	the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and to its agents;


 


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


 


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


 


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


 


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


 


	 	(13)	the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and


 


	 	(14)	the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.


 


Section 604.        Not
Responsible for Recitals or Issuance of Securities.


 


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


 


Section 605.        May
Hold Securities.


 


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


  


Section 606.        Money
Held in Trust.


 


Money held by the Trustee in trust hereunder
shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.


 






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Section 607.        Compensation
and Reimbursement.


 


The Company agrees:


 


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


 


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


 


	 	(3)	to indemnify each of the Trustee or any predecessor Trustee for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that any such loss, damage, claim, liability or expense is due to its own negligence or willful misconduct.


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges
and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under
any applicable federal or state bankruptcy, insolvency or other similar law.


 


The Trustee shall have a lien prior to the
Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this
Section 607, except with respect to funds held in trust for the benefit of the Holders of Securities.


 


The provisions of this Article VI shall
survive the termination of this Indenture and the resignation or removal of the Trustee.


 


Section 608.        Conflicting
Interests.


 


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


 


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




  


Section 609.        Corporate
Trustee Required; Eligibility.


 


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


 






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Section 610.        Resignation
and Removal; Appointment of Successor.


 


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


 


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


 


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


 


If at any time:


 


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


 


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


 


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


 


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


  


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


 






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


 


Section 611.        Acceptance
of Appointment by Successor.


 


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


 


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


  


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


 


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VI. The retiring
Trustee shall have no responsibility or liability for the action or inaction of any successor Trustee.


 






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Section 612.        Merger,
Conversion, Consolidation or Succession to Business.


 


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


 


Section 613.        Preferential
Collection of Claims Against Company.


 


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


 






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ARTICLE
VII

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE

AND THE COMPANY


 


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


 


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


 


Section 702.        Preservation
of Information; Communications to Holders.


 


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


 


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


 


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


 


Section 703.        Reports
by Trustee.


 


The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall,
within sixty days after each July 15 following the date of the initial issuance of Securities under this Indenture deliver to Holders
a brief report, dated as of such July 15, which complies with the provisions of such Section 313(a).


 


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


 


Section 704.        Reports
by the Company.


 


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


 






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ARTICLE
VIII

CONSOLIDATION, MERGER AND SALE OF ASSETS


 


Section 801.        Company
May Merge or Transfer Assets on Certain Terms.


 


The Company may consolidate with or merge
with or into, or sell, transfer, lease or convey all or substantially all of its properties and assets to, in one transaction or
a series of related transactions, any other Person, provided that:


 


	 	(1)	the Company shall be the continuing entity, or the resulting, surviving or transferee Person shall be a corporation, partnership, trust or other entity organized and validly existing under the laws of any domestic or foreign jurisdiction, and such successor Person (if not the Company) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and, for each Security that by its terms provides for conversion, shall have provided for the right to convert such Security in accordance with its terms;


 


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


 


	 	(3)	the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, transfer, lease or conveyance and such supplemental indenture, if any, complies with this Indenture (except that such Opinion of Counsel need not opine as to clause (2) above).


 


Section 802.        Successor
Person Substituted.


 


Upon any consolidation of the Company with,
or merger of the Company into, any other Person or any sale, transfer, lease or conveyance of all or substantially all of the properties
and assets of the Company, in each case in accordance with Section 801, the successor Person shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture, with the same effect as if such successor Person
had been an original party to this Indenture, and the Company shall be released from all of its liabilities and obligations under
this Indenture and the Securities.


 






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ARTICLE
IX

SUPPLEMENTAL INDENTURES


 


Section 901.        Supplemental
Indentures Without Consent of Holders.


 


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


 


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


 


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


 


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


 


	 	(4)	to add one or more guarantees for the benefit of Holders of the Securities;


 


	 	(5)	to secure the Securities;


 


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


 


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


  


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


 


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


 


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


 


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


  


	 	(12)	to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act, as amended;


 






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	 	(13)	to conform any provision of this Indenture, any supplemental indenture, one or more series of Securities or any related guarantees or security documents to the description of such securities contained in our prospectus, prospectus supplement, offering memorandum or similar document with respect to the offering of the Securities of such series to the extent that such description was intended to be a verbatim recitation of a provision in this Indenture, such securities or any related guarantees or security documents, and as evidenced by an Officer’s Certificate delivered to the Trustee;


 


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


 


	 	(15)	to change any other provision under this Indenture; provided that such action pursuant to this clause (15) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.


 


Section 902.        Supplemental
Indentures With Consent of Holders.


 


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


  


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


 


	 	(2)	reduce the principal amount of any Security or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 503, or reduce the rate of interest on any Security;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


After a supplemental indenture under this
Section 902 becomes effective, the Company shall mail to the Trustee a notice briefly describing such supplemental indenture or
a copy of such supplemental indenture and the Trustee shall mail such notice or supplemental indenture to Holders affected thereby.
Any failure of the Company to mail such notice, or any defect therein, or any failure of the Company to mail such supplemental
indenture, shall not in any way impair or affect the validity of any such supplemental indenture.


 


Section 903.        Execution
of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by
this Indenture, the Trustee shall receive, and, subject to Section 601, shall be fully protected in conclusively relying upon,
an Opinion of Counsel and an Officer’s Certificate stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture, that all conditions precedent in this Indenture to the execution of such supplemental indenture,
if any, have been complied with, and, to the extent such supplemental indenture purports to be a valid and legally binding obligation
of the Company, that such supplemental indenture is the valid and legally binding obligation of the Company enforceable against
the Company in accordance with its terms. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


  


Section 904.        Effect
of Supplemental Indentures.


 


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


 


Section 905.        Conformity
with Trust Indenture Act.


 


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


 


Section 906.        Reference
in Securities to Supplemental Indentures.


 


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


 






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ARTICLE
X

COVENANTS


 


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


 


The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the principal of and premium, if any, and interest on
the Securities of such series in accordance with the terms of the Securities and this Indenture. Principal and interest shall be
considered paid on the date due if, on or before 11:00 a.m. (New York City time) on such date, the Trustee or the Paying Agent
(or, if the Company or any Subsidiary is the Paying Agent, the segregated account or separate trust fund maintained by the Company
or such Subsidiary pursuant to Section 1003) holds in accordance with this Indenture money sufficient to pay all principal and
interest then due.


 


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


 


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


 


Section 1002.        Maintenance
of Office or Agency.


 


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


 


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


 


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


 


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


 


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


 






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Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, no later than 11:00 a.m. (New York City time) on each due date for the principal
of or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held in trust for the Holders of such Securities entitled to the same, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act.


  


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


 


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


 


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


 


Section 1004.        Statement
by Officers as to Default.


 


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


 


Section 1005.        Waiver
of Certain Covenants.


 


Except as otherwise specified as contemplated
by Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(19), Section
901(1) or Section 901(8) for the benefit of the Holders of such series or in Article VIII, if before the time for such compliance
the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.


 






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ARTICLE
XI

REDEMPTION OF SECURITIES


 


Section 1101.        Applicability
of Article.


 


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


 


Section 1102.        Election
to Redeem; Notice to Trustee.


 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution or an Officer’s Certificate or in another manner specified as contemplated
by Section 301 for such Securities. In case of any redemption at the election of the Company of the Securities of any series (including
any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date,
of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction.


 


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


 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate (and in accordance with the applicable procedures of the Depositary) and which may
provide for the selection for redemption of a portion of the principal amount of any Security of such series; provided that
the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in accordance with the preceding sentence.


 


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


 


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


 


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


 






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


  


Section 1104.        Notice
of Redemption.


 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or within such period as otherwise
specified as contemplated by Section 301 for Securities of a series), to each Holder of Securities to be redeemed, at such Holder’s
address appearing in the Security Register.


 


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


 


	 	(1)	the Redemption Date;


 


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


 


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


 


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


 


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


  


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


 


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


 


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


 


Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at the Company’s written request (which may be
rescinded or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), by the Trustee
in the name and at the expense of the Company. If the Trustee is to give such notice, the Company shall instruct the Trustee in
writing no later than 10 Business Days prior to such delivery date (or such shorter period as may be agreed by the Trustee). The
notice, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated
for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Securities.


 






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Section 1105.        Deposit
of Redemption Price.


 


By no later than 11:00 a.m. (New York City
time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date or the Securities of the series provide otherwise)
accrued interest on, all the Securities which are to be redeemed on that date, other than Securities or portions of Securities
called for redemption which are owned by the Company or a Subsidiary and have been delivered by the Company or such Subsidiary
to the Trustee for cancellation. All money, if any, earned on funds held by the Paying Agent shall be remitted to the Company.
In addition, the Paying Agent shall promptly return to the Company any money deposited with the Paying Agent by the Company in
excess of the amounts necessary to pay the Redemption Price of, and accrued interest, if any, on, all Securities to be redeemed.


 


If any Security called for redemption is
converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption
of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as
provided in the last paragraph of Section 307 or in the terms of such Security) be paid to the Company upon Company Request or,
if then held by the Company, shall be discharged from such trust.


 


Section 1106.        Securities
Payable on Redemption Date.


 


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


 


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


 


Section 1107.        Securities
Redeemed in Part.


 


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


 






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ARTICLE
XII

SINKING FUNDS


 


Section 1201.        Applicability
of Article.


 


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


 


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


 


Section 1202.        Satisfaction
of Sinking Fund Payments with Securities.


 


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


 


Section 1203.        Redemption
of Securities for Sinking Fund.


 


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


 






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ARTICLE
XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1301.        Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


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


 


Section 1302.        Defeasance
and Discharge.


 


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


 


Section 1303.        Covenant
Defeasance.


 


Upon the Company’s exercise of its
option, if any, to have this Section 1303 applied to any Securities or any series of Securities, or if this Section 1303 shall
otherwise apply to any Securities or any series of Securities, (1) the Company shall be released from its obligations under Section
801(3) and any covenants provided pursuant to Section 301(19), Section 901(1) or Section 901(8) for the benefit of the Holders
of such Securities and (2) the occurrence of any event specified in Section 501(4) and Section 501(7) shall be deemed not to be
or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1303 on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For
this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected
thereby.




 






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Section 1304.        Conditions
to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to
the application of Section 1302 or 1303 to any Securities or any series of Securities:


 


	 	(1)	The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article XIII applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and premium, if any, and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Section 1305.        Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section 1305 and Section 1306, the Trustee and any such other trustee are referred
to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly
or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders
of such Securities, of all sums due and to become due thereon in respect of principal and premium, if any, and interest, but money
so held in trust need not be segregated from other funds except to the extent required by law.


 


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


 


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


 






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Section 1306.        Reinstatement.


 


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


  


*          *          *


 


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


  


[Signature page follows]


 






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


 


	 	FXCM INC.
	 	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






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