Exhibit 4.1


 


MEDLEY LLC


 


Issuer


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


Trustee


 


Indenture


 


Dated as of [Ÿ],
2016


 


Providing for the Issuance


 


of


 


Debt Securities


 




     


     


    

 


MEDLEY LLC


Reconciliation and tie between Trust Indenture
Act of 1939


and Indenture, dated as of [Ÿ],
2016


 


	
        Trust Indenture

        Act Section
	 	
        Indenture

        Section

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


 


 






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


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 101	Definitions.	1
	Section 102	Compliance Certificates and Opinions.	10
	Section 103	Form of Documents Delivered to Trustee.	10
	Section 104	Acts of Holders.	11
	Section 105	Notices, Etc., to Trustee and Company.	12
	Section 106	Notice to Holders; Waiver.	12
	Section 107	Conflict with TIA.	13
	Section 108	Effect of Headings and Table of Contents.	13
	Section 109	Successors and Assigns.	13
	Section 110	Separability Clause.	13
	Section 111	Benefits of Indenture.	13
	Section 112	Governing Law.	14
	Section 113	Legal Holidays.	14
	Section 114	Submission to Jurisdiction.	14
	 	 	 
	ARTICLE Two SECURITIES FORMS	14
	 	 	 
	Section 201	Forms of Securities.	14
	Section 202	Form of Trustee’s Certificate of Authentication.	15
	Section 203	Securities Issuable in Global Form.	15
	 	 	 
	ARTICLE Three THE SECURITIES	16
	 	 	 
	Section 301	Amount Unlimited; Issuable in Series.	16
	Section 302	Denominations.	19
	Section 303	Execution, Authentication, Delivery and Dating.	20
	Section 304	Temporary Securities.	22
	Section 305	Registration, Registration of Transfer and Exchange.	24
	Section 306	Mutilated, Destroyed, Lost and Stolen Securities.	26
	Section 307	Payment of Interest; Interest Rights Preserved; Optional Interest Reset.	27
	Section 308	Optional Extension of Maturity.	30
	Section 309	Persons Deemed Owners.	30
	Section 310	Cancellation.	31
	Section 311	Computation of Interest.	31
	Section 312	Currency and Manner of Payments in Respect of Securities.	31
	Section 313	Appointment and Resignation of Successor Exchange Rate Agent.	34
	Section 314	CUSIP Numbers.	35
	 	 	 
	ARTICLE Four SATISFACTION AND DISCHARGE	35
	 	 	 
	Section 401	Satisfaction and Discharge of Indenture.	35
	Section 402	Application of Trust Funds.	36
	 	 	 
	ARTICLE Five remedies	36
	 	 	 
	Section 501	Events of Default.	36
	Section 502	Acceleration of Maturity; Rescission and Annulment.	38
	Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee.	39
	Section 504	Trustee May File Proofs of Claim.	39
	Section 505	Trustee May Enforce Claims Without Possession of Securities or Coupons.	40


 




    i 


     


    

 


	Section 506	Application of Money Collected.	40
	Section 507	Limitation on Suits.	40
	Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest.	41
	Section 509	Restoration of Rights and Remedies.	41
	Section 510	Rights and Remedies Cumulative.	41
	Section 511	Delay or Omission Not Waiver.	42
	Section 512	Control by Holders of Securities.	42
	Section 513	Waiver of Past Defaults.	42
	Section 514	Waiver of Stay or Extension Laws.	42
	 	 	 
	ARTICLE Six THE TRUSTEE	43
	 	 	 
	Section 601	Notice of Defaults	43
	Section 602	Certain Rights of Trustee.	43
	Section 603	Not Responsible for Recitals or Issuance of Securities.	45
	Section 604	May Hold Securities.	46
	Section 605	Money Held in Trust.	46
	Section 606	Compensation and Reimbursement and Indemnification of Trustee. The Company agrees:	46
	Section 607	Corporate Trustee Required; Eligibility.	47
	Section 608	Disqualification; Conflicting Interests.	47
	Section 609	Resignation and Removal; Appointment of Successor.	47
	Section 610	Acceptance of Appointment by Successor.	48
	Section 611	Merger, Conversion, Consolidation or Succession to Business.	49
	Section 612	Appointment of Authenticating Agent.	50
	 	 	 
	ARTICLE Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	51
	 	 	 
	Section 701	Company to Furnish Trustee Names and Addresses of Holders.	51
	Section 702	Preservation of Information; Communications to Holders.	52
	Section 703	Reports by Trustee.	52
	Section 704	Reports by Company.	52
	Section 705	Calculation of Original Issue Discount.	53
	 	 	 
	ARTICLE Eight CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	53
	 	 	 
	Section 801	Company May Consolidate, Etc., Only on Certain Terms.	53
	Section 802	Successor Person Substituted.	53
	 	 	 
	ARTICLE Nine SUPPLEMENTAL INDENTURES	54
	 	 	 
	Section 901	Supplemental Indentures Without Consent of Holders.	54
	Section 902	Supplemental Indentures with Consent of Holders.	55
	Section 903	Execution of Supplemental Indentures.	56
	Section 904	Effect of Supplemental Indentures.	57
	Section 905	Conformity with Trust Indenture Act.	57
	Section 906	Reference in Securities to Supplemental Indentures.	57
	 	 	 
	ARTICLE Ten COVENANTS	57
	 	 	 
	Section 1001	Payment of Principal, Premium, if any, and Interest.	57
	Section 1002	Maintenance of Office or Agency.	58
	Section 1003	Money for Securities Payments to Be Held in Trust.	59
	Section 1004	Additional Amounts.	60
	Section 1005	Statement as to Compliance.	61
	Section 1006	Waiver of Certain Covenants.	61


 




    ii 


     


    

 


	ARTICLE Eleven REDEMPTION OF SECURITIES	61
	 	 	 
	Section 1101	Applicability of Article.	61
	Section 1102	Election to Redeem; Notice to Trustee.	61
	Section 1103	Selection by Trustee of Securities to Be Redeemed.	62
	Section 1104	Notice of Redemption.	62
	Section 1105	Deposit of Redemption Price.	63
	Section 1106	Securities Payable on Redemption Date.	64
	Section 1107	Securities Redeemed in Part.	64
	 	 	 
	ARTICLE Twelve SINKING FUNDS	65
	 	 	 
	Section 1201	Applicability of Article.	65
	Section 1202	Satisfaction of Sinking Fund Payments with Securities.	65
	Section 1203	Redemption of Securities for Sinking Fund.	65
	 	 	 
	ARTICLE Thirteen REPAYMENT AT THE OPTION OF HOLDERS	66
	 	 	 
	Section 1301	Applicability of Article.	66
	Section 1302	Repayment of Securities.	66
	Section 1303	Exercise of Option.	66
	Section 1304	When Securities Presented for Repayment Become Due and Payable.	67
	Section 1305	Securities Repaid in Part.	67
	 	 	 
	ARTICLE Fourteen DEFEASANCE AND COVENANT DEFEASANCE	68
	 	 	 
	Section 1401	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.	68
	Section 1402	Defeasance and Discharge.	68
	Section 1403	Covenant Defeasance.	68
	Section 1404	Conditions to Defeasance or Covenant Defeasance.	69
	Section 1405	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.	70
	 	 	 
	ARTICLE Fifteen MEETINGS OF HOLDERS OF SECURITIES	71
	 	 	 
	Section 1501	Purposes for Which Meetings May Be Called.	71
	Section 1502	Call, Notice and Place of Meetings.	71
	Section 1503	Persons Entitled to Vote at Meetings.	71
	Section 1504	Quorum; Action.	72
	Section 1505	Determination of Voting Rights; Conduct and Adjournment of Meetings.	72
	Section 1506	Counting Votes and Recording Action of Meetings.	73
	 	 	 
	ARTICLE Sixteen SUBORDINATION OF SECURITIES	74
	 	 	 
	Section 1601	Agreement to Subordinate.	74
	Section 1602	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Subordinated Securities.	74
	Section 1603	No Payment on Subordinated Securities in Event of Default on Designated Senior Indebtedness.	75
	Section 1604	Payments on Subordinated Securities Permitted.	76
	Section 1605	Authorization of Holders to Trustee to Effect Subordination.	76
	Section 1606	Notices to Trustee.	76
	Section 1607	Trustee as Holder of Designated Senior Indebtedness.	76
	Section 1608	Modifications of Terms of Designated Senior Indebtedness.	77
	Section 1609	Reliance on Judicial Order or Certificate of Liquidating Agent.	77


 




    iii 


     


    

 


EXHIBITS


 


	EXHIBIT A-1:	FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE
	 	 
	EXHIBIT A-2:	FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE


 




    iv 


     


    

 


INDENTURE, dated as of
[Ÿ], 2016, between MEDLEY LLC, a Delaware limited liability company (the “Company”),
having its principal office at 280 Park Avenue, 6th Floor East, New York, New York 10017, and U.S. Bank National Association,
as Trustee (the “Trustee”), having its Corporate Trust Office at 100 Federal Street, 3rd Floor, Boston, MA 02110.


 


RECITALS OF THE COMPANY


 


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


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


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


 


ARTICLE
One



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101          Definitions.


 


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


 


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



 


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



 
















 




     


     


    

 


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



 


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



 


Certain terms, used principally
in Article Three, Article Five, Article Six and Article Ten, are defined in those Articles.


 


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


 


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


 


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


 


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


 


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


 


“Bearer Security”
means any Security established pursuant to Section 201 that is payable to bearer.


 


“Board of Directors”
means the board of directors of the Company or the board of the Company’s manager, as applicable, the executive committee
or any committee of such board duly authorized to act hereunder.


 


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


 


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


 




    	 	2	 



     


    

 


“Clearstream”
means Clearstream Banking, S.A. or its successor.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after execution of this instrument such Commission is not existing and performing the duties now assigned to
it under the Trust Indenture Act, then the body performing such duties on such date.


 


“Common Depositary”
has the meaning specified in Section 304.


 


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


 


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


 


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


 


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


 


“Corporate Trust
Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof for purposes of Section 1002 only is located at [100 Wall Street, Suite 1600, New York,
NY 10005, Attention: Medley LLC – Debt Securities], and for all other purposes is located at 1 Federal Street,
3rd Floor, Boston, MA 02110, Attention: Medley LLC – Debt Securities,
or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time
by notice to the Holders and the Company).


 


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


 


“coupon”
means any interest coupon appertaining to a Bearer Security.


 


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


 


“Default”
means any event 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.


 













 




    	 	3	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Euroclear”
means Euroclear Bank S.A./N.V., or its successor as operator of the Euroclear System.


 


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


 


“Exchange Date”
has the meaning specified in Section 304.


 


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


 


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


 


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


 


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


 




    	 	4	 



     


    

 


“Holder”
means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof.


 


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


 


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


 


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


 


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


 


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


 




    	 	5	 



     


    

 


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


 


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


 


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


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company or who may be an employee of or other counsel for the Company.


 


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


 


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


 


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


 


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


 




    	 	6	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	7	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Senior Indebtedness”
means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of
others guaranteed by the Company) that does not constitute Designated Senior Indebtedness or Subordinated Indebtedness, whether
outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, (b) Securities that
are not designated as Designated Senior Securities or Subordinated Securities, and (c) renewals, extensions, modifications and
refinancings of any such indebtedness.


 


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


 


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


 


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


 




    	 	8	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	9	 



     


    

 


Section 102          Compliance
Certificates and Opinions.


 


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


 


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


 


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



 


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



 


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



 


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



 


Section 103          Form
of Documents Delivered to Trustee.


 


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


 


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


 


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.


 




    	 	10	 



     


    

 


Section 104          Acts
of Holders.


 


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


 


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


 


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


 


(d)           The ownership of
Bearer Securities may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any
trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if
such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company shall assume that such ownership
of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security
is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding.


 


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


 




    	 	11	 



     


    

 


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


 


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


 


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


 


		(1)	the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if
made, given, furnished, filed or mailed, first-class postage prepaid in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Administration/Medley LLC, or



 


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



 


Section 106          Notice
to Holders; Waiver.


 


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


 


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


 


Except as otherwise expressly
provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for
notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given if published in an Authorized Newspaper
in The City of New York and in such other city or cities as may be specified in such Securities on a Business Day, such publication
to be not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any such
notice shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the first
such publication.


 




    	 	12	 



     


    

 


If by reason of the suspension
of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to
publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as
shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder.
Neither the failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice
so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency
of any notice to Holders of Registered Securities given as provided herein.


 


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


 


Where this Indenture provides
for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


Section 107          Conflict
with TIA.


 


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


 


Section 108          Effect
of Headings and Table of Contents.


 


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


 


Section 109          Successors
and Assigns.


 


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


 


Section 110          Separability
Clause.


 


In case any provision in
this Indenture or in any Security or coupon 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 or coupons, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.


 




    	 	13	 



     


    

 


Section 112          Governing
Law.


 


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


 


Section 113          Legal
Holidays.


 


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


 


Section 114          Submission
to Jurisdiction.


 


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


 


ARTICLE
Two



SECURITIES FORMS


 


Section 201          Forms
of Securities.


 


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


 


Unless otherwise specified
as contemplated by Section 301, Bearer Securities shall have interest coupons attached.


 




    	 	14	 



     


    

 


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


 


Section 202          Form
of Trustee’s Certificate of Authentication.


 


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


 


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


 


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


 


Section 203          Securities
Issuable in Global Form.


 


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


 


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


 


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


 


Notwithstanding the provisions
of Section 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the
Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security
(i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form,
or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.


 




    	 	15	 



     


    

 


 


ARTICLE
Three



THE SECURITIES


 


Section 301          Amount
Unlimited; Issuable in Series.


 


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


 


The Securities may be issued
in one or more series and may (but do not have to) be designated as Designated Senior Securities or Subordinated Securities. Designated
Senior Securities are unsubordinated, shall rank equally and pari passu with all of the Company’s other Designated
Senior Indebtedness and the Company’s Senior Indebtedness and senior to all of the Company’s Subordinated Indebtedness.
Subordinated Securities shall rank junior to the Company’s Designated Senior Indebtedness and equally and pari passu
with all of the Company’s other Subordinated Indebtedness. There shall be established in one or more Board Resolutions or
pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses
(1), (2) and (15) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities
of the series when issued from time to time):


 


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



 


		(2)	any limit upon the aggregate principal amount of the Securities of the series that may be authenticated
and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305, and except for any Securities
which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);



 


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



 


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



 




    	 	16	 



     


    

 


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



 


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



 


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



 


		(8)	if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations
in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination
or denominations in which any Bearer Securities of the series shall be issuable;



 


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



 


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



 


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



 


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



 




    	 	17	 



     


    

 


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



 


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



 


		(15)	any deletions from, modifications of or additions to the Events of Default or covenants (including
any deletions from, modifications of or additions to any of the provisions of Section 1006) of the Company with respect to Securities
of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth
herein;



 


		(16)	whether Securities of the series are to be issuable as Registered Securities, Bearer Securities
(with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms
upon which Bearer Securities of the series may be exchanged for Registered Securities of the series and vice versa (if permitted
by applicable laws and regulations), whether any Securities of the series are to be issuable initially in temporary global form
with or without coupons and whether any Securities of the series are to be issuable in permanent global form with or without coupons
and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities
of such series in certificated form and of like tenor of any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in Section 305, whether Registered Securities of the series
may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), whether Bearer Securities
of the series may be exchanged for Registered Securities of the series, and the circumstances under which and the place or places
where such exchanges may be made and if Securities of the series are to be issuable as a global Security, the identity of the depository
for such series;



 


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



 


		(18)	the Person to whom any interest on any Registered Security of the series shall be payable, if other
than the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series
shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature,
and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date
will be paid if other than in the manner provided in Section 304; and the extent to which, or the manner in which, any interest
payable on a permanent global Security on an Interest Payment Date will be paid if other than in the manner provided in Section
307;



 




    	 	18	 



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 


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


 


Section 302          Denominations.


 


The Securities of each
series shall be issuable in such denominations as shall be specified as contemplated by Section 301. With respect to Securities
of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any series, the Registered
Securities of such series, other than Registered Securities issued in global form (which may be of any denomination) shall be issuable
in denominations of $1,000 and any integral multiple thereof, and the Bearer Securities of such series, other than Bearer Securities
issued in global form (which may be of any denomination), shall be issuable in a denomination of $5,000.


 




    	 	19	 



     


    

 


Section 303          Execution,
Authentication, Delivery and Dating.


 


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


 


Securities or coupons bearing
the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or of the Company’s
manager 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 or coupons.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any
coupon appertaining thereto, 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; provided,  however, that, in connection with its original issuance, no Bearer Security shall be
mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise
specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form
set forth in Exhibit A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered
and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms
of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then,
for purposes of this Section and Section 304, the notation of a beneficial owner’s interest therein upon original issuance
of such Security or upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with
its original issuance of such beneficial owner’s interest in such permanent global Security. Except as permitted by Section
306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured
have been detached and cancelled. If all the Securities of any series are not to be issued at one time and if the Board Resolution
or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to
the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest
rate, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon,


 


(i)          an
Opinion of Counsel stating,


 


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


 




    	 	20	 



     


    

 


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


 


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


 


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


 


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


 


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


 


Each Registered Security
shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated
by Section 301.


 


No Security or coupon shall
be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security
or Security to which such coupon appertains a certificate of authentication substantially in the form provided for herein duly
executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes
of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.


 




    	 	21	 



     


    

 


Section 304          Temporary
Securities.


 


(a)           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 in lieu of which they are issued, in registered form, or, if authorized,
in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities may be in global form.


 


Except in the case of
temporary Securities in global form (which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series (accompanied by any non-matured coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount
and like tenor of definitive Securities of the same series of authorized denominations; provided,  however, that
no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the
conditions set forth in Section 303. 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.


 


(b)           Unless otherwise
provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of temporary Securities issued in
global form. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”),
for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).


 


Without unnecessary
delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary
global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in
aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Company. On or
after the Exchange Date, such temporary global Security shall be surrendered by the Common Depositary to the Trustee, as the
Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part,
for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of
such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities
to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global
bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided,  however,
that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such
temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate
dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security
held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form
as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section
303.


 




    	 	22	 



     


    

 


Unless otherwise specified
in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account
holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear
or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form
as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate
shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series
of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities
must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities
in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary global Security shall be delivered only outside the United States.


 


Until exchanged in full
as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date
for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on
such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee or the applicable Paying Agent of a certificate
or certificates in the form set forth in Exhibit A2 to this Indenture (or in such other forms as may be established pursuant to
Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons
who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear
or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior
to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant
to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph
shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph
of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security
with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such
beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if
any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in
such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by
Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee or the applicable Paying Agent immediately
prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.


 




    	 	23	 



     


    

 


Section 305          Registration,
Registration of Transfer and Exchange.


 


The Company shall cause
to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register
for each series of Securities (the registers maintained in such office or in any such office or agency of the Company in a Place
of Payment being herein sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered
Securities. The Security Register shall be in written form or any other form capable of being converted into written form within
a reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for
the purpose of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided,
and for facilitating exchanges of temporary global Securities for permanent global Securities or definitive Securities, or both,
or of permanent global Securities for definitive Securities, or both, as herein provided. In the event that the Trustee shall cease
to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times.


 


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


 


At the option of the Holder,
Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination
or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered
Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange
is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.


 


If (but only if) permitted
by the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers’ Certificate, or in
any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of
any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is
furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except
as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security
of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series
and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business
at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may
be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder
of such coupon when due in accordance with the provisions of this Indenture.


 




    	 	24	 



     


    

 


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.


 


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


 


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


 


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


 




    	 	25	 



     


    

 


No service charge shall
be made for any registration of transfer or exchange of Securities, but the Company or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.


 


The Company shall not be
required (i) to issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption
during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 1103
and ending at the close of business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing
of the relevant notice of redemption and (B) if such Securities are issuable as Bearer Securities, the day of the first publication
of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected
for redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof
not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may
be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Security which has been surrendered for
repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.


 


Section 306          Mutilated,
Destroyed, Lost and Stolen Securities.


 


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


 


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


 


Notwithstanding the provisions
of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about
to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to
the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or to the Security to which such mutilated,
destroyed, lost or stolen coupon appertains, pay such Security or coupon, as the case may be; provided, however, that payment
of principal of (and premium, if any) and interest, if any, on Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated
by Section 301, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining
thereto.


 




    	 	26	 



     


    

 


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


 


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


 


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


 


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


 


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


 


Unless otherwise provided
as contemplated by Section 301 with respect to the Securities of any series, payment of cash interest, if any, may be made, in
the case of a Bearer Security, by transfer to an account maintained by the payee with a bank located outside the United States.


 


Unless otherwise provided
as contemplated by Section 301, every permanent global Security will provide that interest, if any, payable on any Interest Payment
Date will be paid to each of Euroclear and Clearstream with respect to that portion of such permanent global Security held for
its account by the Common Depositary, for the purpose of permitting each of Euroclear and Clearstream to credit the interest, if
any, received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof.


 


In case a Bearer Security
of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the coupon relating to
such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with
the provisions of this Indenture.


 




    	 	27	 



     


    

 


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


 


		(1)	The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series
and the date of the proposed payment (which shall not be less than 20 days after such notice is received by the Trustee), and at
the same time the Company shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable,
as provided in Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such series at his address
as it appears in the Security Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall
be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause
(2). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for such series in exchange
for a Registered Security of such series after the close of business at such office or agency on any Special Record Date and before
the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest will not be payable on
such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable
only to the Holder of such coupon when due in accordance with the provisions of this Indenture.



 




    	 	28	 



     


    

 


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



 


(b)           The provisions of
this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The interest rate (or the spread or spread multiplier used
to calculate such interest rate, if applicable) on any Security of such series may be reset by the Company on the date or dates
specified on the face of such Security (each an “Optional Reset Date”). The Company may exercise such option with respect
to such Security by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to an Optional Reset Date
for such Security. Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided
for in Section 106, to the Holder of any such Security a notice (the “Reset Notice”) indicating whether the Company
has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable),
and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the provisions, if any,
for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Stated Maturity of such Security (each such period a “Subsequent Interest Period”), including the
date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during
the Subsequent Interest Period.


 


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


 


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


 


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


 




    	 	29	 



     


    

 


Section 308          Optional
Extension of Maturity.


 


The provisions of this
Section 308 may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions
as may be specified pursuant to such Section 301). The Stated Maturity of any Security of such series may be extended at the option
of the Company for the period or periods specified on the face of such Security (each an “Extension Period”) up to
but not beyond the date (the “Final Maturity”) set forth on the face of such Security. The Company may exercise such
option with respect to any Security by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to the
Stated Maturity of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”). If
the Company exercises such option, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such
Security not later than 40 days prior to the Original Stated Maturity a notice (the “Extension Notice”), prepared by
the Company, indicating (i) the election of the Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the
interest rate (or spread, spread multiplier or other formula to calculate such interest rate, if applicable), if any, applicable
to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s
transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as modified
by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior to the transmittal
of such Extension Notice.


 


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


 


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


 


Section 309          Persons
Deemed Owners.


 


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


 


Title to any Bearer Security
and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security
or coupon 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.


 




    	 	30	 



     


    

 


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


 


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


 


Section 310          Cancellation.


 


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


 


Section 311          Computation
of Interest.


 


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


 


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


 


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


 




    	 	31	 



     


    

 


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


 


(c)           Unless otherwise
specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided for pursuant to Section
301, then, not later than the fourth Business Day after the Election Date for each payment date for Registered Securities of any
series, the Exchange Rate Agent will deliver to the Company a written notice specifying the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of (and premium, if any) and cash interest, if any, on
the Registered Securities to be paid on such payment date, specifying the amounts in such Currency so payable in respect of the
Registered Securities as to which the Holders of Registered Securities denominated in any Currency shall have elected to be paid
in another Currency as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for
pursuant to Section 301 and if at least one Holder has made such election, then, unless otherwise specified pursuant to Section
301, on the second Business Day preceding such payment date the Company will deliver to the Trustee for such series of Registered
Securities an Exchange Rate Officers’ Certificate in respect of the Dollar or Foreign Currency or Currencies payments to
be made on such payment date. Unless otherwise specified pursuant to Section 301, the Dollar or Foreign Currency or Currencies
amount receivable by Holders of Registered Securities who have elected payment in a Currency as provided in paragraph (b) above
shall be determined by the Company on the basis of the applicable Market Exchange Rate in effect on the second Business Day (the
“Valuation Date”) immediately preceding each payment date, and such determination shall be conclusive and binding for
all purposes, absent manifest error.


 


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


 




    	 	32	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


An “Election Date”
shall mean the Regular Record Date for the applicable series of Registered Securities or at least 16 days prior to Maturity, as
the case may be, or such other prior date for any series of Registered Securities as specified pursuant to clause 13 of Section
301 by which the written election referred to in Section 12(b) may be made.


 




    	 	33	 



     


    

 


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


 


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


 


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


 


Section 313          Appointment
and Resignation of Successor Exchange Rate Agent.


 


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


 


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


 




    	 	34	 



     


    

 


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


 


Section 314          CUSIP
Numbers.


 


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


 


ARTICLE
Four



SATISFACTION AND DISCHARGE


 


Section 401          Satisfaction
and Discharge of Indenture.


 


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


 


		(1)	either



 


(A)          all Securities
of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining
to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not
required or has been waived as provided in Section 305, (ii) Securities and coupons of such series which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities called for
redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and (iv)
Securities and coupons of such series for whose payment money has theretofore been deposited in trust with the Trustee or any Paying
Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided
in Section 1003) have been delivered to the Trustee for cancellation; or


 


(B)          all Securities
of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee
for cancellation


 


(i)          have become
due and payable, or


 




    	 	35	 



     


    

 


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


 


(iii)          if redeemable
at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case
of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such
purpose, solely for the benefit of the Holders, an amount in cash in the Currency in which the Securities of such series are payable,
sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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



 


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



 


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


 


Section 402          Application
of Trust Funds.


 


Subject to the provisions
of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited
with or received by the Trustee, but such money need not be segregated from other funds except to the extent required by law.


 


ARTICLE
Five



remedies


 


Section 501          Events
of Default.


 


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


 




    	 	36	 



     


    

 


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



 


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



 


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



 


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



 


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



 


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


 


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


 


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


 


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


 


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


 


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



 


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


 


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


 


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


 




    	 	37	 



     


    

 


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


 


and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or


 


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



 


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


 


Section 502          Acceleration
of Maturity; Rescission and Annulment.


 


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


 


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


 


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



 


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


 


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


 


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


 


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


 


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



 


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


 




    	 	38	 



     


    

 


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


 


The Company covenants that if:


 


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



 


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



 


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


 


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


 


Section 504          Trustee
May File Proofs of Claim.


 


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


 


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


 




    	 	39	 



     


    

 


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


 


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


 


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


 


All rights of action and
claims under this Indenture or any of the Securities or coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and coupons 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 shall be applied in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the
Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


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


 


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


 


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


 


Section 507          Limitation
on Suits.


 


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


 




    	 	40	 



     


    

 


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



 


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



 


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



 


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



 


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



 


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


 


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


 


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


 


Section 509          Restoration
of Rights and Remedies.


 


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


 


Section 510          Rights
and Remedies Cumulative.


 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons
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.


 




    	 	41	 



     


    

 


Section 511          Delay
or Omission Not Waiver.


 


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


 


Section 512          Control
by Holders of Securities.


 


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


 


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



 


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



 


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



 


Section 513          Waiver
of Past Defaults.


 


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


 


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



 


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



 


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


 


Section 514          Waiver
of Stay or Extension Laws.


 


The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, 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.


 




    	 	42	 



     


    

 


ARTICLE
Six



THE TRUSTEE


 


Section 601          Notice
of Defaults


 


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


 


Section 602          Certain
Rights of Trustee.


 


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



 


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



 


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



 


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



 




    	 	43	 



     


    

 


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



 


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



 


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



 


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



 


		(6)	The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of
any series or any related coupons 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.



 


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



 


		(8)	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.



 


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



 




    	 	44	 



     


    

 


		(10)	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.



 


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



 


		(12)	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 less than a majority in principal
amount of the Outstanding Securities of a series relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to such
Securities.



 


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



 


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



 


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



 


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



 


The Trustee shall not be
required 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.


 


Section 603          Not
Responsible for Recitals or Issuance of Securities.


 


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


 




    	 	45	 



     


    

 


Section 604          May
Hold Securities.


 


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


 


Section 605          Money
Held in Trust.


 


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


 


Section 606          Compensation
and Reimbursement and Indemnification of Trustee. The Company agrees:


 


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



 


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



 


		(3)	To indemnify each of the Trustee or any predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its own part,
arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable fees and expenses of its agents and counsel) of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties hereunder.



 


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


 


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


 




    	 	46	 



     


    

 


The provisions of this
Section 606 shall survive the resignation or removal of the Trustee and the satisfaction, termination or discharge of this Indenture.
The indemnification provided in this Section 606 shall extend to the officers, directors, agents and employees of the Trustee.


 


Section 607          Corporate
Trustee Required; Eligibility.


 


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


 


Section 608          Disqualification;
Conflicting Interests.


 


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


 


Section 609          Resignation
and Removal; Appointment of Successor.


 


(a)          No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 610.


 


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


 


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


 


(d)          If
at any time:


 


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



 




    	 	47	 



     


    

 


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



 


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



 


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


 


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


 


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


 


Section 610          Acceptance
of Appointment by Successor.


 


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


 




    	 	48	 



     


    

 


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


 


(c)          Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be.


 


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


 


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


 


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


 




    	 	49	 



     


    

 


Section 612          Appointment
of Authenticating Agent.


 


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


 


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


 


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


 




    	 	50	 



     


    

 


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


 


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


 


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


 


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


 


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


 


ARTICLE
Seven



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


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


 


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


 


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


 


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


 




    	 	51	 



     


    

 


Section 702          Preservation
of Information; Communications to Holders.


 


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


 


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


 


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


 


Section 703          Reports
by Trustee.


 


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


 


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


 


Section 704          Reports
by Company.


 


The Company will:


 


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



 




    	 	52	 



     


    

 


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



 


The Trustee shall transmit
by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant
to subparagraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.


 


Section 705          Calculation
of Original Issue Discount.


 


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


 


ARTICLE
Eight



CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


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


 


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


 


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



 


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



 


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



 


Section 802          Successor
Person Substituted.


 


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


 




    	 	53	 



     


    

 


ARTICLE
Nine



SUPPLEMENTAL INDENTURES


 


Section 901          Supplemental
Indentures Without Consent of Holders.


 


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


 


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



 


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



 


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



 


		(4)	to add to or change any of the provisions of this Indenture
to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of
principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered
Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to
permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect
the interests of the Holders of Securities of any series or any related coupons in any material respect; or



 


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



 




    	 	54	 



     


    

 


		(6)	to secure the Securities; or



 


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



 


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



 


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



 


		(10)	to conform the text of this Indenture or any series of
Securities to any provision of the “Description of the Notes” in the prospectus or other offering document under which
such Securities were offered and sold to the extent that such provision in the “Description of the Notes” in such
prospectus is intended to be a substantially verbatim recitation of a provision of this Indenture or such Securities; or



 


		(11)	to supplement any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant
to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of
Securities of such series and any related coupons or any other series of Securities 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 all Outstanding Securities affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture which affects such series of Securities or of modifying in
any manner the rights of the Holders of such series of Securities and any related coupons under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:


 


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



 




    	 	55	 



     


    

 


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



 


		(3)	modify any of the provisions of this Section, Section
513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the
references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance
with the requirements of Sections 610(b) and 901(8).



 


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


 


A supplemental indenture
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.


 


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


 


Section 903          Execution
of Supplemental Indentures.


 


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


 




    	 	56	 



     


    

 


Section 904          Effect
of Supplemental Indentures.


 


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


 


Section 905          Conformity
with Trust Indenture Act.


 


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


 


Section 906          Reference
in Securities to Supplemental Indentures.


 


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


 


ARTICLE
Ten



COVENANTS


 


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


 


The Company covenants and
agrees for the benefit of the Holders of each series of Securities and any coupons appertaining thereto that it will duly and punctually
pay the principal of (and premium, if any) and interest, if any, on the Securities of that series in accordance with the terms
of such series of Securities, any coupons appertaining thereto and this Indenture. Unless otherwise specified as contemplated by
Section 301 with respect to any series of Securities, any interest due on Bearer Securities on or before Maturity, other than Additional
Amounts, if any, payable as provided in Section 1004 in respect of principal of (or premium, if any) such a Security, shall be
payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as
they severally mature. Unless otherwise specified with respect to Securities of any series pursuant to Section 301, at the option
of the Company, all payments of principal may be paid by check to the registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security.


 




    	 	57	 



     


    

 


Section 1002        Maintenance
of Office or Agency.


 


If Securities of a series
are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may
be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may
be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company
will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that
series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration
of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related
coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise),
(B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United
States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment (including
payment of any Additional Amounts payable on Securities of that series pursuant to Section 1004); provided, however, that
if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in
Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of that
series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that
series located outside the United States an office or agency where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series
that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at any time the
Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, except that Bearer Securities of that series and the related coupons may be presented and surrendered
for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004)
at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its agent to receive
such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive
all such presentations, surrenders, notices and demands.


 


Unless otherwise specified
with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall
be made at any office or agency of the Company in the United States or by check (or, if applicable, additional Securities) mailed
to any address in the United States or by transfer to any account maintained with a financial institution located in the United
States; provided, however, that, if the Securities of a series are denominated and payable in Dollars, payment of principal
of (and premium, if any) and cash interest, if any, on any Bearer Security (including payment of any Additional Amounts payable
on Bearer Securities of that series pursuant to Section 1004) shall be made at the office of the Company’s Paying Agent in
the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium,
if any, cash interest or Additional Amounts, as the case may be, at all offices or agencies outside the United States maintained
for such purpose by the Company in accordance with this Indenture, is illegal or effectively precluded by exchange controls or
other similar restrictions.


 


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


 




    	 	58	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	59	 



     


    

 


Section 1004        Additional
Amounts.


 


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


 


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


 




    	 	60	 



     


    

 


Section 1005        Statement
as to Compliance.


 


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


 


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


 


Section 1006        Waiver
of Certain Covenants.


 


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


 


ARTICLE
Eleven



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 Securities of any series) in accordance with this Article.


 


Section 1102        Election
to Redeem; Notice to Trustee.


 


The election of the Company
to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Securities of any series, the Company shall, at least 45 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 and of the principal amount of Securities of such series to be redeemed, and, if applicable, of the tenor of the Securities
to be redeemed, and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities
to be redeemed pursuant to Section 1103. In the case of any redemption of Securities of any series prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 




    	 	61	 



     


    

 


Section 1103        Selection
by Trustee of Securities to Be Redeemed.


 


If less than all the Securities
of any series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued
on such date with the same terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate;
provided that such method complies with the rules of any national securities exchange or quotation system on which the Securities
are listed, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities
of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger
than the minimum authorized denomination for Securities of that series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for
Securities of such series.


 


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


 


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


 


Section 1104        Notice
of Redemption.


 


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


 


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


 


All notices of redemption
shall state:


 


		(1)	the Redemption Date,



 


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



 


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



 


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



 


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



 




    	 	62	 



     


    

 


		(6)	the Place or Places of Payment where such Securities,
together in the case of Bearer Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are
to be surrendered for payment of the Redemption Price and accrued interest, if any,



 


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



 


		(8)	that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be accompanied by all coupons maturing subsequent to the Redemption
Date or the amount of any such missing coupon or coupons will be deducted from the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee for such series and any Paying Agent is furnished,



 


		(9)	if Bearer Securities of any series are to be redeemed
and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on this Redemption Date pursuant to Section 305 or otherwise, the last date, as determined
by the Company, on which such exchanges may be made, and



 


		(10)	the CUSIP number of such Security, if any.



 


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


 


In connection with any
redemption of any series of Securities under this Indenture, any such redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, including any related equity offering, other financing or a change of control.  In addition,
if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the
Company’s discretion, any of such conditions may be waived, the redemption date may be delayed until such time as any or
all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any
or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.


 


Section 1105        Deposit
of Redemption Price.


 


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


 




    	 	63	 



     


    

 


Section 1106        Securities
Payable on Redemption Date.


 


Subject to the satisfaction
of any conditions set forth in the notice delivered pursuant to the last paragraph of Section 1104, notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
(together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such Securities shall if the same were interest-bearing cease
to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of
cash interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office
or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated
by Section 301, only upon presentation and surrender of coupons for such interest; and provided further that, unless otherwise
specified as contemplated by Section 301, installments of interest on Registered Securities whose Stated Maturity is on or prior
to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


 


If any Bearer Security
surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security
may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by
coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section
1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons.


 


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


 


Section 1107        Securities
Redeemed in Part.


 


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


 




    	 	64	 



     


    

 


 


ARTICLE
Twelve



SINKING FUNDS


 


Section 1201        Applicability
of Article.


 


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


 


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


 


Section 1202        Satisfaction
of Sinking Fund Payments with Securities.


 


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


 


Section 1203        Redemption
of Securities for Sinking Fund.


 


Not less than 60 days prior
to each sinking fund payment date for Securities of any series, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series,
the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable,
as provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited. If
such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.


 




    	 	65	 



     


    

 


ARTICLE
Thirteen



REPAYMENT AT THE OPTION OF HOLDERS


 


Section 1301        Applicability
of Article.


 


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


 


Section 1302        Repayment
of Securities.


 


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


 


Section 1303        Exercise
of Option.


 


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


 




    	 	66	 



     


    

 


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


 


If Securities of any series
providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment
Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the
same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to
be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance
with such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the Repayment
Price of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office
or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant
to Section 301, only upon presentation and surrender of such coupons; and provided further that installments of interest
on Registered Securities, whose Stated Maturity is prior to (or, if specified pursuant to Section 301, on) the Repayment Date shall
be payable (but without interest thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307.


 


If any Bearer Security
surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security
may be paid after deducting from the amount payable therefor as provided in Section 1302 an amount equal to the face amount of
all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction
shall have been made as provided in the preceding sentence, such Holder shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation
and surrender of those coupons.


 


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


 


Section 1305        Securities
Repaid in Part.


 


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


 




    	 	67	 



     


    

 


ARTICLE
Fourteen



DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


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


 


Section 1402        Defeasance
and Discharge.


 


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


 


Section 1403        Covenant
Defeasance.


 


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


 




    	 	68	 



     


    

 


Section 1404       Conditions
to Defeasance or Covenant Defeasance.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	69	 



     


    

 


(f)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been
complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above
and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be), registration is
not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing
such deposit or by the trustee for such trust funds or (ii) all necessary registrations under said Act have been effected.


 


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


 


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


 


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


 


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


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Securities and any coupons appertaining thereto.


 




    	 	70	 



     


    

 


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


 


ARTICLE
Fifteen



MEETINGS OF HOLDERS OF SECURITIES


 


Section 1501          Purposes
for Which Meetings May Be Called.


 


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


 


Section 1502          Call,
Notice and Place of Meetings.


 


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


 


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


 


Section 1503          Persons
Entitled to Vote at Meetings.


 


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


 




    	 	71	 



     


    

 


Section 1504          Quorum;
Action.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	72	 



     


    

 


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


 


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


 


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


 


Section 1506        Counting
Votes and Recording Action of Meetings.


 


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


 




    	 	73	 



     


    

 


ARTICLE
Sixteen



SUBORDINATION OF SECURITIES


 


Section 1601        Agreement
to Subordinate.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	74	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	75	 



     


    

 


Section 1604        Payments
on Subordinated Securities Permitted.


 


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


 


Section 1605        Authorization
of Holders to Trustee to Effect Subordination.


 


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


 


Section 1606        Notices
to Trustee.


 


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


 


Section 1607        Trustee
as Holder of Designated Senior Indebtedness.


 


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


 




    	 	76	 



     


    

 


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


 


Section 1608        Modifications
of Terms of Designated Senior Indebtedness.


 


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


 


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


 


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


 


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


 


* * * * *


 


This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same Indenture.


 




    	 	77	 



     


    

 


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


 


	 	MEDLEY LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	78	 



     


    

 


EXHIBIT A



FORMS OF CERTIFICATION



EXHIBIT A-1



FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE



CERTIFICATE


 


[Insert title or sufficient description of
Securities to be delivered]


 


This is to certify that, as of the date hereof,
and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source (“United States person(s)”), (ii) are
owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions,
as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial institutions”)
purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches
of United States financial institutions and who hold the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through
its agent, that you may advise Medley LLC or its agent that such financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii)
are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign
financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further
certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its possessions.


 


As used herein, “United States”
means the United States of America (including the States and the District of Columbia); and its “possessions” include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


 


We undertake to advise you promptly by tested
telex on or prior to the date on which you intend to submit your certification relating to the above-captioned Securities held
by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date,
and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


This certificate excepts and does not relate
to [U.S. $] of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which we
understand an exchange for an interest in a Permanent Global Security or an exchange for and delivery of definitive Securities
(or, if relevant, collection of any interest) cannot be made until we do so certify.


 


We understand that this certificate may be
required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate
or a copy thereof to any interested party in such proceedings.


 






    	 	Exhibit A-1-1	 



     


    

 


Dated:             ,
20___


 


	[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]	 	 
	 	 	[Name of Person Making Certification]
	 	 	(Authorized Signatory)
	 	 	Name: 	 
	 	 	Title:	 


 




    	 	Exhibit A-1-2	 



     


    

 


EXHIBIT A-2



FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND

CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF

A PORTION OF A TEMPORARY GLOBAL SECURITY

OR TO OBTAIN INTEREST PAYABLE PRIOR

TO THE EXCHANGE DATE



CERTIFICATE


 


[Insert title or sufficient description of
Securities to be delivered]


 


This is to certify that, based solely on written
certifications that we have received in writing, by tested telex or by electronic transmission from each of the persons appearing
in our records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”)
substantially in the form attached hereto, as of the date hereof, [U.S. $] principal amount of the above-captioned Securities (i)
is owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United
States person(s)”), (ii) is owned by United States person(s) that are (a) foreign branches of United States financial institutions
(financial institutions, as defined in U.S. Treasury Regulations Section 1. 1 65-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or
through its agent, that we may advise Medley LLC or its agent that such financial institution will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii)
is owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in
United States Treasury Regulations Section 1. 1 63-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions described
in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.


 


As used herein, “United States”
means the United States of America (including the States and the District of Columbia); and its “possessions” include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


 


We further certify that (i) we are not making
available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary global Security representing
the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof
we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of any interest)
are no longer true and cannot be relied upon as of the date hereof.


 


We understand that this certification is required
in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened
in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or
a copy thereof to any interested party in such proceedings.


 




    	 	Exhibit A-2-1	 



     


    

 


Dated:             ,
20___


 


	[To be dated no earlier than the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]	 	 
	 	 	[       ], as Operator of the Euroclear System
	 	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit A-2-2