Exhibit 4.6


 


UNITED DEVELOPMENT FUNDING IV


 


TO


 


 






  


Indenture


 


Dated as of ____________


 


Subordinated Debt Securities


  




    	 



    	 



    

  


Certain Sections of this Indenture relating
to Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939:


 


	Trust Indenture Act Section	 	Indenture Section
	§ 310(a)(1)	 	 	 	6.09
	(a)(2)	 	 	 	6.09
	(a)(3)	 	 	 	Not Applicable
	(a)(4)	 	 	 	Not Applicable
	(b)	 	 	 	6.08, 6.10
	§ 311(a)	 	 	 	6.13
	(b)	 	 	 	6.13
	§ 312(a)	 	 	 	7.01, 7.02
	(b)	 	 	 	7.02
	(c)	 	 	 	7.02
	§ 313(a)	 	 	 	7.03
	(b)	 	 	 	7.03
	(c)	 	 	 	7.03
	(d)	 	 	 	7.03
	§ 314(a)	 	 	 	7.04
	(a)(4)	 	 	 	1.01, 10.04
	(b)	 	 	 	Not Applicable
	(c)(1)	 	 	 	1.02
	(c)(2)	 	 	 	1.02
	(c)(3)	 	 	 	Not Applicable
	(d)	 	 	 	Not Applicable
	(e)	 	 	 	1.02
	§ 315(a)	 	 	 	6.01
	(b)	 	 	 	6.02
	(c)	 	 	 	6.01
	(d)	 	 	 	6.01
	(e)	 	 	 	5.14
	§ 316(a)	 	 	 	1.01
	(a)(1)(A)	 	 	 	5.02, 5.12
	(a)(1)(B)	 	 	 	5.13
	(a)(2)	 	 	 	Not Applicable
	(b)	 	 	 	5.08
	(c)	 	 	 	1.04
	§ 317(a)(l)	 	 	 	5.03
	(a)(2)	 	 	 	5.04
	(b)	 	 	 	10.03
	§ 318(a)	 	 	 	1.07


 


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


 




    	2



    	 



    

  


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS	7
	 	 	 
	SECTION 1.01	Definitions.	7
	 	 	 
	SECTION 1.02	Compliance Certificates and Opinions.	12
	 	 	 
	SECTION 1.03	Form of Documents Delivered to Trustee.	12
	 	 	 
	SECTION 1.04	Acts of Holders; Record Dates.	12
	 	 	 
	SECTION 1.05	Notices, Etc., to Trustee and Trust.	14
	 	 	 
	SECTION 1.06	Notice to Holders; Waiver.	14
	 	 	 
	SECTION 1.07	Conflict with Trust Indenture Act	14
	 	 	 
	SECTION 1.08	Effect of Headings and Table of Contents.	14
	 	 	 
	SECTION 1.09	Successors and Assigns.	14
	 	 	 
	SECTION 1.10	Separability Clause.	15
	 	 	 
	SECTION 1.11	Benefits of Indenture.	15
	 	 	 
	SECTION 1.12	Governing Law.	15
	 	 	 
	SECTION 1.13	Legal Holidays.	15
	 	 	 
	SECTION 1.14	Language of Notices, Etc.	15
	 	 	 
	SECTION 1.15	Submission to Jurisdiction.	15
	 	 	 
	SECTION 1.16	Waiver of Jury Trial.	15
	 	 	 
	Article II SECURITY FORMS	16
	 	 	 
	SECTION 2.01	Forms Generally.	16
	 	 	 
	SECTION 2.02	Form of Legend for Global Securities.	16
	 	 	 
	SECTION 2.03	Form of Trustee’s Certificate of Authentication.	16
	 	 	 
	SECTION 2.04	Securities in Global Form.	16
	 	 	 
	Article III THE SECURITIES	17
	 	 	 
	SECTION 3.01	Amount Unlimited; Issuable In Series.	17
	 	 	 
	SECTION 3.02	Denominations.	20
	 	 	 
	SECTION 3.03	Execution, Authentication, Delivery and Dating.	20
	 	 	 
	SECTION 3.04	Temporary Securities.	21
	 	 	 
	SECTION 3.05	Registration, Registration of Transfer and Exchange.	21
	 	 	 
	SECTION 3.06	Mutilated, Destroyed, Lost and Stolen Securities.	22
	 	 	 
	SECTION 3.07	Payment of Interest; Interest Rights Preserved.	22
	 	 	 
	SECTION 3.08	Persons Deemed Owners.	23
	 	 	 
	SECTION 3.09	Cancellation.	23
	 	 	 
	SECTION 3.10	Computation of Interest.	24
	 	 	 
	SECTION 3.11	CUSIP Numbers.	24


 



    	3



    	 



    




 


	Article IV SATISFACTION AND DISCHARGE	24
	 	 	 
	SECTION 4.01	Satisfaction and Discharge of Indenture.	24
	 	 	 
	SECTION 4.02	Application of Trust Money.	25
	 	 	 
	Article V REMEDIES	25
	 	 	 
	SECTION 5.01	Events of Default.	25
	 	 	 
	SECTION 5.02	Acceleration of Maturity; Rescission and Annulment.	26
	 	 	 
	SECTION 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee.	26
	 	 	 
	SECTION 5.04	Trustee May File Proofs of Claim.	27
	 	 	 
	SECTION 5.05	Trustee May Enforce Claims Without Possession of Securities.	27
	 	 	 
	SECTION 5.06	Application of Money Collected.	27
	 	 	 
	SECTION 5.07	Limitation on Suits.	28
	 	 	 
	SECTION 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest.	28
	 	 	 
	SECTION 5.09	Restoration of Rights and Remedies.	28
	 	 	 
	SECTION 5.10	Rights and Remedies Cumulative.	29
	 	 	 
	SECTION 5.11	Delay or Omission Not Waiver.	29
	 	 	 
	SECTION 5.12	Control by Holders.	29
	 	 	 
	SECTION 5.13	Waiver of Past Defaults.	29
	 	 	 
	SECTION 5.14	Undertaking for Costs.	29
	 	 	 
	SECTION 5.15	Waiver of Usury, Stay or Extension Laws.	29
	 	 	 
	SECTION 5.16	Rights of Holders of Securities to Receive Payment.	30
	 	 	 
	Article VI THE TRUSTEE	30
	 	 	 
	SECTION 6.01	Duties of Trustee.	30
	 	 	 
	SECTION 6.02	Certain Rights of Trustee.	31
	 	 	 
	SECTION 6.03	Not Responsible for Recitals or Issuance of Securities.	32
	 	 	 
	SECTION 6.04	May Hold Securities.	32
	 	 	 
	SECTION 6.05	Money Held In Trust.	32
	 	 	 
	SECTION 6.06	Notice of Default.	32
	 	 	 
	SECTION 6.07	Compensation and Reimbursement.	32
	 	 	 
	SECTION 6.08	Conflicting Interests.	33
	 	 	 
	SECTION 6.09	Corporate Trustee Required; Eligibility.	33
	 	 	 
	SECTION 6.10	Resignation and Removal; Appointment of Successor.	33
	 	 	 
	SECTION 6.11	Acceptance of Appointment by Successor.	34
	 	 	 
	SECTION 6.12	Merger, Conversion, Consolidation or Succession to Business.	35
	 	 	 
	SECTION 6.13	Preferential Collection of Claims Against Trust.	35
	 	 	 
	SECTION 6.14	Appointment of Authenticating Agent.	36


 



    	4



    	 



    

 





	Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND TRUST	37
	 	 	 
	SECTION 7.01	Trust to Furnish Trustee Names and Addresses of Holders.	37
	 	 	 
	SECTION 7.02	Preservation of Information; Communications to Holders.	37
	 	 	 
	SECTION 7.03	Reports by Trustee.	37
	 	 	 
	SECTION 7.04	Reports by Trust.	37
	 	 	 
	Article VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	38
	 	 	 
	SECTION 8.01	Trust May Consolidate, Etc., Only on Certain Terms.	38
	 	 	 
	SECTION 8.02	Successor Substituted.	38
	 	 	 
	Article IX SUPPLEMENTAL INDENTURES	38
	 	 	 
	SECTION 9.01	Supplemental Indentures Without Consent of Holders.	38
	 	 	 
	SECTION 9.02	Supplemental Indentures With Consent of Holders.	39
	 	 	 
	SECTION 9.03	Execution of Supplemental Indentures.	40
	 	 	 
	SECTION 9.04	Effect of Supplemental Indentures.	40
	 	 	 
	SECTION 9.05	Conformity with Trust Indenture Act.	40
	 	 	 
	SECTION 9.06	Reference in Securities to Supplemental Indentures.	40
	 	 	 
	Article X COVENANTS	40
	 	 	 
	SECTION 10.01	Payment of Principal, Premium and Interest.	40
	 	 	 
	SECTION 10.02	Maintenance of Office or Agency.	41
	 	 	 
	SECTION 10.03	Money for Securities Payments to Be Held in Trust.	41
	 	 	 
	SECTION 10.04	Statement by Officers as to Default.	42
	 	 	 
	SECTION 10.05	Existence.	42
	 	 	 
	SECTION 10.06	Maintenance of Properties.	42
	 	 	 
	SECTION 10.07	Payment of Taxes and Other Claims.	42
	 	 	 
	SECTION 10.08	Waiver of Certain Covenants.	42
	 	 	 
	SECTION 10.09	Additional Amounts.	42
	 	 	 
	Article XI REDEMPTION OF SECURITIES	43
	 	 	 
	SECTION 11.01	Applicability of Article.	43
	 	 	 
	SECTION 11.02	Election to Redeem; Notice to Trustee.	43
	 	 	 
	SECTION 11.03	Selection by Trustee of Securities to Be Redeemed.	43
	 	 	 
	SECTION 11.04	Notice of Redemption.	44
	 	 	 
	SECTION 11.05	Deposit of Redemption Price.	44
	 	 	 
	SECTION 11.06	Securities Payable on Redemption Date.	45
	 	 	 
	SECTION 11.07	Securities Redeemed in Part.	45
	 	 	 
	Article XII SINKING FUNDS	45
	 	 	 
	SECTION 12.01	Applicability of Article.	45
	 	 	 
	SECTION 12.02	Satisfaction of Sinking Fund Payments with Securities.	45


 



    	5



    	 



    

 





	SECTION 12.03	Redemption of Securities for Sinking Fund.	45
	 	 	 
	Article XIII DEFEASANCE AND COVENANT DEFEASANCE	46
	 	 	 
	SECTION 13.01	Trust’s Option to Effect Defeasance or Covenant Defeasance.	46
	 	 	 
	SECTION 13.02	Defeasance and Discharge.	46
	 	 	 
	SECTION 13.03	Covenant Defeasance.	46
	 	 	 
	SECTION 13.04	Conditions to Defeasance or Covenant Defeasance.	46
	 	 	 
	SECTION 13.05	Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions.	48
	 	 	 
	SECTION 13.06	Reinstatement.	48
	 	 	 
	Article XIV SUBORDINATION OF SECURITIES	48
	 	 	 
	SECTION 14.01	Securities Subordinate to Senior Debt.	48
	 	 	 
	SECTION 14.02	Payment Over of Proceeds Upon Dissolution, Etc.	49
	 	 	 
	SECTION 14.03	Subrogation to Rights of Holders of Senior Debt.	49
	 	 	 
	SECTION 14.04	Provisions Solely to Define Relative Rights.	49
	 	 	 
	SECTION 14.05	Trustee to Effectuate Subordination.	50
	 	 	 
	SECTION 14.06	No Waiver of Subordination Provisions.	50
	 	 	 
	SECTION 14.07	Notice to Trustee.	50
	 	 	 
	SECTION 14.08	Reliance on Judicial Order or Certificate of Liquidating Agent.	51
	 	 	 
	SECTION 14.09	Trustee Not Fiduciary for Holders of Senior Debt.	51
	 	 	 
	SECTION 14.10	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights.	51
	 	 	 
	SECTION 14.11	Article Applicable to Paying Agents.	51
	 	 	 
	SECTION 14.12	Certain Conversions or Exchanges Deemed Payment.	51
	 	 	 
	SECTION 14.13	Defeasance of This Article Fourteen.	52
	 	 	 
	Article XV MEETING OF HOLDERS OF SECURITIES	52
	 	 	 
	SECTION 15.01	Purposes for which Meetings May Be Called.	52
	 	 	 
	SECTION 15.02	Call, Notice and Place of Meetings.	52
	 	 	 
	SECTION 15.03	Persons Entitled to Vote at Meetings.	52
	 	 	 
	SECTION 15.04	Quorum; Action.	53
	 	 	 
	SECTION 15.05	Determination of Voting Rights; Conduct and Adjournment of Meetings.	53
	 	 	 
	SECTION 15.06	Counting Votes and Recording Action of Meetings.	54
	 	 	 
	EXHIBIT A Form of Face of Registered Security	56
	 	 	 
	EXHIBIT A1 Form of Reverse of Security	57


 











    	6



    	 



    

  


INDENTURE, dated as of _______________,
between United Development Funding IV, a Maryland real estate investment trust (herein called the “Trust”),
having its principal office at 1301 Municipal Way, Suite 100, Grapevine, Texas, 76051 and ________________________, as Trustee
(herein called the “Trustee”).


 


RECITALS OF THE TRUST


 


The Trust has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of its unsecured, subordinated debentures, notes or
other evidences of indebtedness (herein called the “Securities”), which may be convertible into or exchangeable
for any securities of any persons (including the Trust), to be issued in one or more series as in this Indenture provided.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
I

DEFINITIONS


 


SECTION
1.01         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;


 


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


 


(3)         all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally accepted
accounting principles, the term “generally accepted accounting principles” with respect to any computation required
or permitted hereunder shall mean such accounting principles as are generally accepted as consistently applied by the Trust at
the date of such computation;


 


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


 


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


 


Certain terms, used principally in Article
Six and Article Thirteen, are defined in those Articles.


 


“Act,” when used with respect
to any Holder, has the meaning specified in Section 1.04.


 


“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 Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one
or more series.




    	7



    	 



    

  


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


 


“Board of Trustees” means either
the board of trustees of the Trust or any duly authorized committee of that board.


 


“Board Resolution” means a copy
of a resolution certified by the Secretary or an Assistant Secretary of the Trust to have been duly adopted by the Board of Trustees
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, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or executive order to close.


 


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


 


“Corporate Trust Office” means
the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which as
of the date hereof is located at ____________________________.


 


“corporation” means a corporation,
association, company, joint-stock company or business trust.


 


“Covenant Defeasance” has the
meaning specified in Section 13.03.


 


“Defaulted Interest” has the
meaning specified in Section 3.07.


 


“Defeasance” has the meaning
specified in Section 13.02.


 


“Depositary” means, with respect
to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01.


 


“Event of Default” has the meaning
specified in Section 5.01.


 


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


 


“Expiration Date” has the meaning
specified in Section 1.04.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.02 (or such legend as may
be specified as contemplated by Section 3.01 for such Securities).


 


“Government Obligation” has
the meaning specified in Section 13.04.


 


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


 


“Indenture” means this instrument
as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 3.01.




    	8



    	 



    

 


“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.


 


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


 


“Investment Company Act” means
the United States Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


“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, call for redemption or otherwise.


 


“Notice of Default” means a
written notice of the kind specified in Section 5.01(4).


 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Trust, and delivered to the Trustee. One of the officers signing an
Officers’ Certificate given pursuant to Section 10.04 shall be the principal executive, financial or accounting officer of
the Trust.


 


“Opinion of Counsel” means a
written opinion of counsel.


 


“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 5.02.


 


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


 


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


 


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


 


(3)         Securities
as to which Defeasance has been effected pursuant to Section 13.02; and


 


(4)         Securities
that have been paid pursuant to Section 3.05 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Trust;


 


provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver, or other action hereunder as of any date or whether a quorum is present at a meeting of Holders
of Securities, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable as of such date upon acceleration of the Maturity thereof to
such date pursuant to Section 5.02, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security
is not determinable, the principal amount of such Security that shall be deemed to be Outstanding shall be the amount as specified
or determined as contemplated by Section 3.01, (C) the principal amount of a Security denominated in one or more foreign currencies
or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the
manner provided as contemplated by Section 3.01, of the principal amount of such Security (or, in the case of a Security described
in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Trust or any
other obligor upon the Securities or any Affiliate of the Trust 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 relying upon any such request, demand, authorization,
direction, notice, consent, waiver, or other action, or upon any such determination as to the presence of a quorum, only Securities
that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that 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 Trust or any other obligor upon the Securities
or any Affiliate of the Trust or of such other obligor.




    	9



    	 



    

 


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


 


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


 


“Place of Payment,” when used
with respect to the Securities of any series, means the place or places specified in accordance with Section 3.01 where the principal
of and any premium and interest on the Securities of that series are payable.


 


“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 3.06 in exchange for
or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


 


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


 


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


 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated
by Section 3.01.


 


“Responsible Officer,” when
used with respect to the Trustee, means any vice president, the treasurer, any assistant treasurer, any trust officer or assistant
trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular subject and who shall have responsibility for the administration
of this Indenture.


 


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


 


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


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.05.


 




    	10



    	 



    

 


“Senior Debt” means all amounts
due on obligations in connection with any of the following, whether outstanding at the date of execution of this Indenture or thereafter
incurred or created: (i) the principal of (and premium, if any) and interest due on the Trust’s indebtedness for borrowed
money and indebtedness evidenced by securities, debentures, bonds or other similar instruments issued by the Trust; (ii) all of
the Trust’s capital lease obligations; (iii) any of the Trust’s obligations as lessee under leases required to be capitalized
on the balance sheet of the lessee under generally accepted accounting principles; (iv) all of the Trust’s obligations for
the reimbursement on any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction;
(v) all of the Trust’s obligations in respect of interest rate swap, cap or other agreements, interest rate future or options
contracts, currency swap agreements, currency future or option contracts and other similar agreements; (vi) all obligations of
the types referred to above of other persons for the payment of which the Trust is responsible or liable as obligor, guarantor
or otherwise; and (vii) all obligations of the types referred to above of other persons secured by any lien on any property or
asset of the Trust (whether or not such obligation is assumed by the Trust); provided, however, that the following
will not constitute Senior Indebtedness: (a) any indebtedness which expressly provides (i) that such indebtedness shall not be
senior in right of payment to the Securities, or (ii) that such indebtedness shall be subordinated to any other indebtedness of
the Trust, unless such indebtedness expressly provides that such indebtedness shall be senior in right of payment to the Securities;
(b) any indebtedness of the Trust in respect of the Securities; (c) any indebtedness or liability for compensation to employees,
for goods or materials purchased in the ordinary course of business or for services; (d) any indebtedness of the Trust to any subsidiary;
and (e) any liability for federal, state, local or other taxes owed or owing by the Trust.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 


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


 


“Subsidiary” means a corporation
or limited liability company more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Trust
or by one or more other Subsidiaries, or by the Trust and one or more other Subsidiaries. For the purposes of this definition,
“voting-stock” means the equity interest that ordinarily has voting power for the election of directors, managers or
trustees of an entity, or persons performing similar functions, whether at all times or only so long as no senior class of equity
interest has such voting power by reason of any contingency.


 


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


 


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


 


“Trust Request” or “Trust
Order” means a written request or order signed in the name of the Trust by its Chairman of the Board, its President or a
Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


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


 


“United States Alien” means
any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident
alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign
estate or trust.


 


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


 







    	11



    	 



    

 


SECTION 1.02         Compliance
Certificates and Opinions.


 


Upon any application or request by the Trust
to the Trustee to take any action under any provision of this Indenture, the Trust shall furnish to the Trustee: an Officers’
Certificate to the effect that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied, and an Opinion of Counsel to the effect that, in the opinion
of such counsel, all such conditions precedent and covenants have been satisfied.


 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.04)
shall comply with the provisions of the Trust Indenture Act, and shall include,


 


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


 


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


 


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


 


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


 


SECTION
1.03         Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


SECTION
1.04         Acts of Holders; Record Dates.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed
in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Trust. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in
favor of the Trustee and the Trust, if made in the manner provided in this Section.




    	12



    	 



    

 


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


 


The principal amount and serial numbers
of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.


 


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


 


The Trust may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of Securities of such series, provided, that the Trust may not set a record date for, and the provisions
of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred
to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant
series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain
Holders after such record date; provided, that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record
date. Nothing in this paragraph shall be construed to prevent the Trust from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this paragraph, the Trust, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and
to each Holder of Securities of the relevant series in the manner set forth in Section 1.06.


 


The Trustee may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making
of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute
proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities
of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not
such Holders remain Holders after such record date; provided, that no such action shall be effective hereunder unless taken
on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series
on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series
on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Trust’s
expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trust in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06.


 


With respect to any record date set pursuant
to this Section, the party hereto that sets such record date may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section, the party hereto that set such record date shall
be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject
to its right to change the Expiration Date as provided in this paragraph.




    	13



    	 



    

 


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


 


SECTION
1.05         Notices, Etc., to Trustee and Trust.


 


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 Trust shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
(which may be via facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or


 


(2)         the
Trust 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 Trust addressed to it at the address of its principal office specified
in the first paragraph of this instrument, Attention: Secretary, or at any other address previously furnished in writing to the
Trustee by the Trust.


 


SECTION
1.06         Notice to Holders; Waiver.


 


Except as otherwise expressly provided herein,
where this Indenture provides for notice of any event to Holders of Securities, such notice shall be sufficiently given to Holders
of Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Security affected by such event, at the
address of such Holder as it appears in the Security Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice.


 


In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Securities by mail, then
such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect
to other Holders.


 


Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to receive such notice either before or after the event,
and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities 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
1.07         Conflict with Trust Indenture Act


 


This Indenture shall incorporate and be
governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under
the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 


SECTION
1.08         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
1.09         Successors and Assigns.


 


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




    	14



    	 



    

 


SECTION
1.10         Separability Clause.


 


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


 


SECTION
1.11         Benefits of Indenture.


 


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


 


SECTION
1.12         Governing Law.


 


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


 


SECTION
1.13         Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal (and premium, 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 or Redemption Date, or at the Stated Maturity.


 


SECTION
1.14         Language of Notices, Etc.


 


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.


 


SECTION
1.15         Submission to Jurisdiction.


 


The Trust irrevocably submits to the non-exclusive
jurisdiction of any federal or state court in the City, County and State of New York, United States, and any appellate court from
any thereof, in any legal suit, action or proceeding based on or arising under the Securities or this Indenture and agrees that
all claims in respect of such suit or proceeding may be determined in any such court. The Trust irrevocably waives to the fullest
extent permitted by law, any objection to any such suit, including actions, suits or proceedings relating to the securities laws
of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or
the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit,
action or proceeding. The Trust agrees that the final judgment in any such suit, action or proceeding brought in such court shall
be conclusive and binding upon the Trust and may be enforced in any court to the jurisdiction of which the Trust is subject by
a suit upon such judgment.


 


SECTION
1.16         Waiver of Jury Trial.


 


Each of the Trust and the Trustee irrevocably
waives, to the fullest extent that it may effectively do so under applicable law, trial by jury.


 







    	15



    	 



    

 


Article
II

SECURITY FORMS


 


SECTION
2.01         Forms Generally.



 


The Securities of each series shall be in
substantially the forms set forth in Exhibits A and A1 or in such other form (including temporary or permanent global form) as
shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers
executing such Securities as evidenced by their execution thereof. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Trust and delivered to the Trustee at or prior to the delivery of the Trust Order contemplated by Section
3.03 for the authentication and delivery of such Securities (or any such temporary global Security).


 


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


 


SECTION
2.02         Form of Legend for Global Securities.


 


Unless otherwise specified as contemplated
by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:


 


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


 


SECTION
2.03         Form of Trustee’s Certificate of Authentication.


 


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


 


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


 


	 	 
	 	As Trustee
	 	 
	 	By:	 
	 	Authorized Signatory
	 	 
	 	Dated:	 


 


SECTION
2.04         Securities in Global Form.


 


If Securities of or within a series are
issuable in global form, as contemplated by Section 3.01, then, notwithstanding clause (10) of Section 3.01 and the provisions
of Section 3.02, 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 from time to time endorsed thereon and that
the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced 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 in such manner and upon instructions given by such Person or Persons as shall be specified
therein or in the Trust Order to be delivered to the Trustee pursuant to Section 3.03 or Section 3.04. Subject to the provisions
of Section 3.03 and, if applicable, Section 3.04, the Trustee 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 Trust Order. If a Trust
Order pursuant to Section 3.03 or Section 3.04 has been, or simultaneously is, delivered, any instructions by the Trust with respect
to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.02.


 


The provisions of the last sentence of Section
3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Trust
and the Trust delivers to the Trustee the Security in global from together with written instructions (which need not comply with
Section 1.02) 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 3.03.




    	16



    	 



    

 


Notwithstanding the provisions of Section
2.01 and 3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal of and any premium and interest
on any Security in permanent global form shall be made to the Person or Persons specified therein.


 


Article
III

THE SECURITIES


 


SECTION
3.01         Amount Unlimited; Issuable In Series.


 


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


 


The Securities may be issued in one or more
series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03, 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,


 


(1)         the
title of the Securities of the series, including CUSIP numbers, if applicable (which shall distinguish the Securities of the series
from Securities of any other series);


 


(2)         any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03,
are deemed never to have been authenticated and delivered hereunder);


 


(3)         whether
any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security
may exchange such interests for Securities of such series 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 3.05;


 


(4)         the
Person to whom any interest on any Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, 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 3.04;


 


(5)         the
date or dates on which the principal of the Securities of the series is payable;


 


(6)         the
ability to issue additional Securities in the same series;


 


(7)         the
price or prices at which the Trust will sell the Securities;


 


(8)         the
right, if any, to extend the interest payment periods and the duration of any such deferral period, including the maximum consecutive
period during which interest payment periods may be extended;


 


(9)         provisions,
if any, granting special rights to holders of the Securities upon the occurrence of specified events;


 


(10)        the
terms, if any, upon which Holders may convert or exchange the Securities into or for the Trust’s common shares of beneficial
interest, preferred shares of beneficial interest or other securities or property;




    	17



    	 



    

 


(11)        the
specific subordination provisions applicable to the Securities, if other than as set forth in Article 14 herein;


 


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


 


(13)        the
place or places where, subject to the provisions of Section 10.02, the principal of and any premium, if any, and interest, if any,
on Securities of the series shall be payable, where any Securities of the series may be surrendered for registration of transfer,
where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable, and notices and demands to or upon the Trust in respect of the Securities
of the series and this Indenture may be served;


 


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


 


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


 


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


 


(17)        whether
the amount of payments of principal (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;


 


(18)        the
currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on any
Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining
the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding”
in Section 1.01;


 


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


 


(20)        if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


 


(21)        if
the principal of and any premium or interest on the Securities of the series are to be payable, at the election of the Trust or
a Holder thereof, in a currency or currencies, including composite currencies, other than that or those in which the Securities
are stated to be payable, the currency or currencies in which payment of the principal of and any premium and interest on Securities
of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon
which such election is to be made;




    	18



    	 



    

 


(22)        if
either or both of the provisions of Section 13.02 or 13.03 are applicable to the Securities of such series;


 


(23)        if
the amount of principal and interest on the Securities of the series may be determined by reference to an index, the manner in
which such amounts shall be determined;


 


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


 


(25)        if
applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02 or
Section 13.03 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Trust to
defease such Securities shall be evidenced;


 


(26)        if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
by any such Global Security in addition to or in lieu of that set forth in Section 2.02 and any circumstances in addition to or
in lieu of those set forth, in the seventh paragraph of Section 3.05 in which any such Global Security may be exchanged in whole
or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered in the name
or name of Persons other than the Depositary for such Global Security or a nominee thereof;


 


(27)        any
addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section
5.02;


 


(28)        any
addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;


 


(29)        any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.01(5)); and


 


(30)        whether,
under what circumstances and the Currency in which the Trust will pay Additional Amounts as contemplated by Section 10.09 on the
Securities of the series to any Holder who is not a United States Person(s) (including any modification to the definition of such
term) in respect of any tax, assessment or governmental charge and, if so, whether the Trust will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such option).


 


All Securities of such series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred
to above or in any such indenture supplemental hereto.


 


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


 


The Securities shall be subordinated in
right of payment to Senior Debt as provided in Article Fourteen.


 




    	19



    	 



    

 


SECTION
3.02         Denominations.


 


Unless otherwise provided as contemplated
by Section 3.01 with respect to the Securities of any series, any Securities of such series, other than Securities issued in global
form (which may be of any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


SECTION
3.03         Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf
of the Trust by its Chairman of the Board, its President or one of its Vice Presidents. The signature of any of these officers
on the Securities may be manual or facsimile.


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Trust may deliver Securities of any series executed by the Trust to the Trustee
for authentication, together with a Trust Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Trust Order shall authenticate and deliver such Securities. If the forms or terms of the Securities of the series have
been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)         if
the forms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 2.01, that such forms
have been established in conformity with the provisions of this Indenture;


 


(2)         if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and


 


(3)         that
such Securities, when authenticated and delivered by the Trustee and issued by the Trust in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Trust enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.


 


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 or immunities under the Securities and this Indenture or otherwise in a manner that
is not reasonably acceptable to the Trustee.


 


Notwithstanding the provisions of Section
3.01 and of the two preceding paragraphs, if all Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.01 or the Trust Order and Opinion
of Counsel otherwise required pursuant to such preceding paragraphs at or prior to the authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series
to be issued.


 


Each Security shall be dated the date of
its authentication.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Trust, and
the Trust shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, 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.


 




    	20



    	 



    

 

 


SECTION
3.04         Temporary Securities.


 


Pending the preparation of definitive Securities
of any series, the Trust may execute, and upon Trust 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 and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.


 


If temporary Securities of any series are
issued, the Trust will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Securities of that 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 Trust in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series
the Trust shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of
the same series, of any authorized denominations and like aggregate principal amount and tenor.


 


Until exchanged in full as hereinafter 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.


 


SECTION
3.05         Registration, Registration of Transfer and Exchange.


 


The Trust shall cause to be kept at an office
or agency to be maintained by the Trust in accordance with Section 10.02 a register (being the combined register of the Security
Registrar and all transfer agents designated pursuant to Section 10.02 for the purpose of registration of transfer of Securities
and sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Trust shall provide for the registration of Securities and the registration of transfers of Securities.
The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities
as herein provided.


 


Upon surrender for registration of transfer
of any Security of a series at the office or agency of the Trust maintained pursuant to Section 10.02 for such purpose in a Place
of Payment for that series, the Trust shall execute, and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount.


 


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


 


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


 


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


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Trust 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 3.04, 9.06 or 11.07 not involving any transfer.


 




    	21



    	 



    

 


If the Securities of any series (or of any
series and specified tenor) are to be redeemed in part, the Trust shall not be required (A) to issue, register the transfer of
or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning
at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending at the close of
business on the day of the mailing of the relevant notice of redemption.


 


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


 


SECTION
3.06         Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
3.07         Payment of Interest; Interest Rights Preserved.


 


Except as otherwise provided as contemplated
by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest.


 


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


 




    	22



    	 



    

 


(1)         The
Trust may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Trust shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Trust
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the Trust of such Special Record Date and, in the name
and at the expense of the Trust, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given to each Holder of Securities of such series in the manner set forth in Section 1.06, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).


 


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


 


Subject to the foregoing provisions of this
Section and Section 3.05, 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.


 


SECTION
3.08         Persons Deemed Owners.


 


Prior to due presentment of a Security for
registration of transfer, the Trust, the Trustee and any agent of the Trust or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject
to Section 3.05 and Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Trust, the Trustee nor any agent of the Trust or the Trustee shall be affected by notice to the contrary.


 


SECTION
3.09         Cancellation.


 


All Securities surrendered for payment,
redemption, 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 shall be promptly cancelled by it. The Trust may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Trust 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 Trust has not issued and sold, and all Securities so delivered shall
be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of as directed by a Trust Order or in the Trustee’s customary manner, which manner shall be communicated in writing
to the Trust.


 




    	23



    	 



    

 


SECTION
3.10         Computation of Interest.


 


Except as otherwise specified as contemplated
by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.


 


SECTION
3.11         CUSIP Numbers.


 


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


 


Article
IV

SATISFACTION AND DISCHARGE


 


SECTION
4.01         Satisfaction and Discharge of Indenture.


 


This Indenture shall upon Trust Request
cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly
provided for, and any right to receive additional amounts, as provided in Section 10.09), and the Trustee, at the expense of the
Trust, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(1)         either


 


(A)         all
Securities theretofore authenticated and delivered (other than Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.06 and Securities for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Trust and thereafter repaid to the Trust or discharged from such trust, as provided in Section
10.03) have been delivered to the Trustee for cancellation; or


 


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


 


(i)          have
become due and payable, or


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Trust to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 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 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction
and discharge.


 




    	24



    	 



    

 


SECTION
4.02         Application of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Trust acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with the Trustee.


 


Article
V

REMEDIES


 


SECTION
5.01         Events of Default.


 


“Event of Default,” wherever
used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be occasioned by the provisions of Article Fourteen or be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):


 


(1)         default
in the payment of any interest upon any Security of that series when it 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 any premium on any Security of that series at its Maturity and (if so established as contemplated
by Section 3.01 in respect of that series), in the case of technical or administrative difficulties only if such default persists
for a period of five days; or


 


(3)         default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


(4)         default
in the performance, or breach, of any covenant or warranty of the Trust in this Indenture (other than a covenant or warranty 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 series of Securities other than that series), and continuance of such default or breach
for a period of 90 days after there has been given, by registered or certified mail, to the Trust by the Trustee or to the Trust
and the Trustee by the Holders of at least 10% in principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or


 


(5)         the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Trust in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Trust bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Trust under any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Trust or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, 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


 


(6)         the
commencement by the Trust of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law, or the consent by the Trust to the entry of a decree or order for relief in respect of the Trust in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition
or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Trust or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action
by the Trust in furtherance of any such action; or


 




    	25



    	 



    

 


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


 


SECTION
5.02         Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event
of Default specified in Section 5.01(5),or 5.01(6)) with respect to Securities of any series at the time Outstanding occurs and
is continuing, then 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 amount of all the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof)
to be due and payable immediately, by a notice in writing to the Trust (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified
in Section 5.01(5) or 5.01(6) with respect to Securities of any series at the time Outstanding occurs, the principal amount of
all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of
the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration
or other action on the part of the Trustee or any Holder, 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 in this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Trust and the Trustee, may rescind and annul such declaration and
its consequences if


 


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


 


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


 


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


 


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


 


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


 


and


 


(2)         all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


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


 


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


 


The Trust covenants that if


 


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


 


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


 




    	26



    	 



    

 


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


 


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


 


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


 


SECTION
5.04         Trustee May File Proofs of Claim.


 


In case of any judicial proceeding relative
to the Trust (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order
to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


 


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


 


SECTION
5.05         Trustee May Enforce Claims Without Possession of Securities.


 


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


 


SECTION
5.06         Application of Money Collected.


 


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


 


FIRST: To the payment of all amounts due the Trustee
under Section 6.07;


 




    	27



    	 



    

 


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


 


THIRD: To the Trust.


 


SECTION
5.07         Limitation on Suits.


 


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


 


(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 satisfactory to it 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 of such Holders.


 


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


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Sections 3.05 and 3.07) interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


 


SECTION
5.09         Restoration of Rights and Remedies.


 


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


 




    	28



    	 



    

 


SECTION
5.10         Rights and Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION
5.11         Delay or Omission Not Waiver.


 


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


 


SECTION
5.12         Control by Holders.


 


The Holders of a majority in principal amount
of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities
of such series, provided that the Trustee may refuse to follow any decision that conflicts with any rule of law or with
this Indenture, or that may result in the incurrence of liability by the Trustee, and the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction.


 


SECTION
5.13         Waiver of Past Defaults.


 


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


 


(1)         in
the payment of the principal of or any premium or interest on any Security of such series, 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 impair any right consequent thereon.


 


SECTION
5.14         Undertaking for Costs.


 


In any suit for the enforcement of any right
or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs
including reasonable attorneys’ fees and expenses against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided this Section shall not apply to a suit by the Trustee, a suit by a Holder pursuant
to Section 5.16, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Securities.


 


SECTION
5.15         Waiver of Usury, Stay or Extension Laws.


 


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


 




    	29



    	 



    

 


SECTION
5.16         Rights of Holders of Securities to Receive Payment.


 


Notwithstanding any other provision of this
Indenture, the right of any Holder of a Security to receive payment of principal of, or premium, if any, interest or additional
interest, if any, on the Security, on or after the respective due dates thereon (including in connection with an offer to repurchase),
or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without
the written consent of such Holder.


 


Article
VI

THE TRUSTEE


 


SECTION
6.01         Duties of Trustee.


 


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


 


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


 


(A)         the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trust Indenture Act and the
Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture or the Trust Indenture Act against the Trustee; and


 


(B)         in
the absence of bad faith on its part, the Trustee may conclusively rely, without investigation, as to the truth or the statements
and the correctness of the opinions expressed therein, upon and statements, certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture but need not verify the contents thereof. However, in the case of any such certificates
or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the
certificates and opinions 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 mathematical calculations or other facts stated therein).


 


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


 


(A)         this
paragraph does not limit the effect of paragraph (b) of this Section;


 


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


 


(C)         the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 5.12 or 5.13.


 


(4)         Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this
Section 6.01 and Section 6.02.


 


(5)         No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability. The Trustee
shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, pursuant
to the provisions of this Indenture, including, without limitation, Section 5.12, unless such Holders shall have offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or expense which might be incurred by it in compliance
with such request or direction.


 




    	30



    	 



    

 


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


 


SECTION
6.02         Certain Rights of Trustee.


 


Subject to the provisions of Section 6.01:


 


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


 


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


 


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


 


(4)         the
Trustee may consult with counsel of its own selection 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;


 


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


 


(6)         the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Trust, personally or by agent or attorney;


 


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


 


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


 


(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;


 


(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, and each agent, custodian and the
Person employed to act hereunder;


 




    	31



    	 



    

 


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


 


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


 


SECTION
6.03         Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Trust, 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. Neither the Trustee nor any Authenticating Agent shall
be accountable for the use or application by the Trust of Securities or the proceeds thereof.


 


SECTION
6.04         May Hold Securities.


 


The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Trust, in its individual or any other capacity, may become the owner
or pledgee of Securities and, subject to Sections 6.07 and 6.12, may otherwise deal with the Trust with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


SECTION
6.05         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 Trust.


 


SECTION
6.06         Notice of Default.


 


If a default or Event of Default occurs
and is continuing, the Trustee shall mail to Holders of Notes a notice of the default or Event of Default within 90 days after
such Event of Default becomes known to the Trustee. Except in the case of a default in payment on any Security (including the failure
to make a mandatory repurchase pursuant hereto), the Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the interests of the Holders of the Securities.


 


SECTION
6.07         Compensation and Reimbursement.


 


The Trust agrees:


 


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


 


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


 




    	32



    	 



    

 


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


 


The obligations of the Trust under this
Section 6.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the
termination of this Indenture.


 


To secure the Trust’s payment obligations
in this Section 6.07, the Trustee shall have a Lien prior to the Securities on all money or property held or collected by the Trustee,
except that held in trust to pay principal, Redemption Price or interest on, particular Securities. Such Lien shall survive the
resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 5.01(5) or 5.01(6) occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy
Law.


 


SECTION
6.08         Conflicting Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted
by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.


 


SECTION
6.09         Corporate Trustee Required; Eligibility.


 


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


 


SECTION
6.10         Resignation and Removal; Appointment of Successor.


 


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 6.11.


 


The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice thereof to the Trust. If the instrument of acceptance
by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction (at the expense of the Trust)
for the appointment of a successor Trustee with respect to the Securities of such series.


 


The Trustee may be removed at any time with
respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Trust.


 


If at any time:


 


(1)         the
Trustee shall fail to comply with Section 6.08 after written request therefor by the Trust or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 




    	33



    	 



    

 


(2)         the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Trust or by
any such Holder, or


 


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


 


then, in any such case, (A) the Trust by a Board Resolution
may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14, any Holder 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.


 


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 Trust, by 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) and shall comply with the applicable requirements of Section 6.11. 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 Trust and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment
in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the Trust. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Trust or the Holders of Securities of such series and accepted
appointment in the manner required by Section 6.11, any Holder 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 the Securities of such series.


 


The Trust shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.06. 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
6.11         Acceptance of Appointment by Successor.


 


In case of the appointment hereunder of
a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Trust 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 the request of the Trust 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.


 


In case of the appointment hereunder of
a successor Trustee with respect to the Securities of one or more (but not all) series, the Trust, 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 Trust 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.


 




    	34



    	 



    

 


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


 


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


 


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


 


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


 


SECTION
6.13         Preferential Collection of Claims Against Trust.


 


If and when the Trustee shall be or become
a creditor of the Trust (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of Section 311
of the Trust Indenture Act, but only to the extent therein specified, regarding the collection of claims against the Trust (or
any such other obligor). For purposes of Section 311(b)(4) and (6) of such Act, the following terms shall mean:


 


(1)         “cash
transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery
of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and


 


(2)         “self-liquidating
paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Trust
for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise
and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables
or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation of the creditor relationship with the Trust arising from the
making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.


 




    	35



    	 



    

 


SECTION
6.14         Appointment of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents 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 and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.06, 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, and a copy of such instrument shall be promptly furnished to the Trust.
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 Trust and shall at all times be a corporation organized and doing business under
the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements
of said 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.
If 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 any further act on the part of
the Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Trust. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Trust. 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 may appoint a successor Authenticating Agent which shall be acceptable to the Trust and
shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve. 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. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 6.07.


 


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 the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following form:


 


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


 


	 	 
	 	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 if the Trustee does not have an office capable of authenticating Securities upon original
issuance located in a Place of Payment where the Trust wishes to have Securities of such series authenticated upon original issuance,
the Trustee, if so requested by the Trust in writing (which writing need not comply with Section 1.02 and need not be accompanied
by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of
Payment designated by the Trust with respect to such series of Securities.


 




    	36



    	 



    

 


Article
VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND TRUST


 


SECTION
7.01         Trust to Furnish Trustee Names and Addresses of Holders.


 


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


 


(1)         semi-annually,
not later than 15 days after each Regular Record Date or in the case of any series of Securities on which semi-annual interest
is not payable, not more than 15 days after such semi-annual dates specified by the Trustee, 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 Regular Record Date or
such semi-annual date, as the case may be, and


 


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


 


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


 


SECTION
7.02         Preservation of Information; Communications to Holders.


 


The Trustee shall preserve, in as current
a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 7.01 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 7.01 upon receipt of a new list so furnished.


 


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


 


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


 


SECTION
7.03         Reports by Trustee.


 


The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto.


 


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


 


SECTION
7.04         Reports by Trust.


 


The Trust shall file with the Trustee and
the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.


 


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


 




    	37



    	 



    

 


Article
VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


SECTION
8.01         Trust May Consolidate, Etc., Only on Certain Terms.


 


The Trust shall not consolidate with or
merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person (other
than a direct or indirect wholly-owned subsidiary of the Trust), and the Trust shall not permit any Person (other than a direct
or indirect wholly-owned subsidiary of the Trust) to consolidate with or merge into the Trust or convey, transfer or lease its
properties and assets substantially as an entirety to the Trust, unless:


 


(1)         the
Trust is the surviving entity or, in case the Trust shall consolidate with or merge into another Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which
the Trust is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Trust
substantially as an entirety shall be a corporation, partnership or trust, organized and validly existing under the laws of the
United States of America, any State thereof or the District of Columbia and 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 any premium and interest (including all additional amounts, if any payable pursuant to Section 10.09) on all the Securities
and the performance or observance of every covenant of this Indenture on the part of the Trust to be performed or observed;


 


(2)         immediately
after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Trust or any Subsidiary
as a result of such transaction as having been incurred by the Trust or such Subsidiary at the time of such transaction, no Event
of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and
be continuing; and


 


(3)         the
Trust has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been
complied with.


 


SECTION
8.02         Successor Substituted.


 


Upon any consolidation of the Trust with,
or merger of the Trust into, any other Person or any conveyance, transfer or lease of the properties and assets of the Trust substantially
as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or into which the Trust is merged
or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and
power of, the Trust under this Indenture with the same effect as if such successor Person had been named as the Trust herein, and
thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.


 


Article
IX

SUPPLEMENTAL INDENTURES


 


SECTION
9.01         Supplemental Indentures Without Consent of Holders.


 


Without the consent of any Holders, the
Trust, when authorized by 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 satisfactory to the Trustee, for any of the following purposes:


 


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


 




    	38



    	 



    

 


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


 


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


 


(5)         to
secure the Securities; or


 


(6)         to
establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or


 


(7)         to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or


 


(8)         to
cure any ambiguity, to correct or supplement any provision herein which may be defective or 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 pursuant to this Clause (8) shall not adversely affect the interests of the Holders of Securities of any series in
any material respect.


 


SECTION
9.02         Supplemental Indentures With Consent of Holders.


 


With the consent of the Holders of not less
than 51% in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by
Act of said Holders delivered to the Trust and the Trustee, the Trust, when authorized by 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 or of modifying in any manner the rights of the Holders of Securities of
such series 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 any installment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of
the Trust to pay additional amounts pursuant to Section 10.09 (except as contemplated by Section 8.01(1) and permitted by Section
9.01(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment
where, or the coin or 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, on or after
the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner
adverse to the Holders, or


 


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


 


(3)         change
any obligation of the Trust to maintain an office or agency in the places and for the purposes specified in Section 10.02, or


 




    	39



    	 



    

 


(4)         modify
any of the provisions of this Section, Section 5.13 or Section 10.09, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect
to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.08, or the deletion
of this proviso, in accordance with the requirements of Sections 6.10 and 9.01(7).


 


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


 


It shall not be necessary for any Act of
Holders of Securities 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.


 


SECTION
9.03         Execution of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that
all conditions precedent herein to the execution of the supplemental indenture have been complied with. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects the Trustee’s owner’s rights, duties
or immunities under this Indenture or otherwise.


 


SECTION
9.04         Effect of Supplemental Indentures.


 


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


 


SECTION
9.05         Conformity with Trust Indenture Act.


 


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


 


SECTION
9.06         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 Trust shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Trust, to any such
supplemental indenture may be prepared and executed by the Trust and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


 


Article
X

COVENANTS


 


SECTION
10.01         Payment of Principal, Premium and Interest.


 


The Trust covenants and agrees for the benefit
of Holders of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities and this Indenture.


 




    	40



    	 



    



 


SECTION
10.02         Maintenance of Office or Agency.


 


The Trust will maintain in each Place of
Payment for any series 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 and where notices and demands to or upon the Trust in
respect of the Securities of that series and this Indenture may be served. The Trust will give prompt written notice to the Trustee
of the location, and any change in the location, of any such office or agency. If at any time the Trust 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 and surrenders of Securities of that series may be made and notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Trust hereby appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands. The Trust may also from time to time designate one or more other offices or agencies where the
Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission shall in any manner relieve the Trust of its
obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Trust 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.


 


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


 


If the Trust shall at any time act as its
own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium
or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto
a sum sufficient to pay the principal and any premium or interest 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 Trust shall have one or more
Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal and any premium or interest so becoming
due, such sum 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 Trust will promptly notify the Trustee of its action or failure so to act.


 


The Trust will cause each Paying Agent for
any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Trust (or any
other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon
the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect
of the Securities of that series.


 


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


 


Any money deposited with the Trustee or
any Paying Agent, or then held by the Trust, in trust for the payment of the principal of or any premium or interest on any Security
of any series and remaining unclaimed for two years after such principal and any premium or interest has become due and payable
shall be paid to the Trust on Trust Request, or (if then held by the Trust) shall be discharged from such trust; and the Holder
of such Security shall thereafter, as an unsecured general creditor, look only to the Trust for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Trust 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 Trust cause to be published once, in an Authorized Newspaper in each Place of Payment, 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 Trust.


 




    	41



    	 



    




 


SECTION
10.04         Statement by Officers as to Default.


 


The Trust will deliver to the Trustee, within
120 days after the end of each fiscal year of the Trust ending after the date hereof, an Officers’ Certificate, stating whether
or not to the best knowledge of the signers thereof the Trust is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder)
and, if the Trust shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.
The Trust shall deliver to the Trustee, as soon as reasonably practicable and in any event within 20 days after the Trust becomes
aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an
Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or default.


 


SECTION
10.05         Existence.


 


Subject to Article Eight, the Trust will
do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory)
and franchises; provided, however, that the Trust shall not be required to preserve any such right or franchise if the Board
of Trustees shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Trust and
that the loss thereof is not disadvantageous in any material respect to the ability of the Trust to make payments hereunder.


 


SECTION
10.06         Maintenance of Properties.


 


The Trust will cause all properties used
or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Trust may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall
prevent the Trust from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment
of the Trust, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material
respect to the ability of the Trust to make payments hereunder.


 


SECTION
10.07         Payment of Taxes and Other Claims.


 


The Trust will pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Trust or any Subsidiary or upon the income, profits or property of the Trust or any Subsidiary, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Trust or any Subsidiary;
provided, however, that the Trust shall not be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being contested in good faith.


 


SECTION
10.08         Waiver of Certain Covenants.


 


Except as otherwise specified as contemplated
by Section 3.01 for Securities of such series, the Trust may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.01(22), 9.01(2)
or 9.01(7) for the benefit of the Holders of such series if before the time for such compliance the Holders of at least 50% in
principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations
of the Trust and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


SECTION
10.09         Additional Amounts.


 


If the Securities of a series provide for
the payment of additional amounts, the Trust will pay to the Holder of any Security of such series additional amounts as provided
therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest
on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent
that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section
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.


 




    	42



    	 



    

  


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 and
any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has
been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Trust will furnish
the Trustee and the Trust’s principal Payment 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 of and any premium
or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens
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 and the Trust will pay to the Trustee or such Paying Agent the additional
amounts required by this Section. The Trust 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.


 


Article
XI


REDEMPTION
OF SECURITIES


 


SECTION
11.01         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 3.01 for such Securities) in accordance with this Article.


 


SECTION
11.02         Election to Redeem; Notice to Trustee.


 


The election of the Trust to redeem any
Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities.
In case of any redemption at the election of the Trust of less than all the Securities of any series (including any such redemption
affecting only a single Security), the Trust shall, at least 45 days prior to the Redemption Date fixed by the Trust (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities
of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed (unless all of the Securities of
a specified tenor are to be redeemed). In the case of any redemption of Securities (i) prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Trust which is subject to a condition specified in the terms of such Securities, the Trust shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction or condition.


 


SECTION
11.03         Selection by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which 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 or of the principal
amount of global securities of such series. If less than all of the Securities of such series and of a specified tenor are to be
redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance
with the preceding sentence. If so specified in the Securities of a series, partial redemptions must be in an amount not less than
$1,000 principal amount of Securities.


 




    	43



    	 



    

  


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


 


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


 


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


 


SECTION
11.04         Notice of Redemption.


 


Notice of redemption shall be given in the
manner provided in Section 1.06 to the Holders of Securities to be redeemed not less than 30 nor more than 60 days prior to the
Redemption Date.


 


All notices of redemption shall state:


 


(1)         the
Redemption Date,


 


(2)         the
Redemption Price,


 


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


 


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


 


(5)         the
place or places where such Securities are to be surrendered for payment of the Redemption Price,


 


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


 


(7)         applicable
CUSIP numbers, if any.


 


A notice of redemption published as contemplated
by Section 1.06 need not identify particular Registered Securities to be redeemed.


 


Notice of redemption of Securities to be
redeemed at the election of the Trust shall be given by the Trust or, at the Trust’s request, by the Trustee in the name
and at the expense of the Trust and shall be irrevocable.


 


SECTION
11.05         Deposit of Redemption Price.


 


Prior to any Redemption Date, the Trust
shall deposit with the Trustee or with a Paying Agent (or, if the Trust is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.


 




    	44



    	 



    

 


 


SECTION
11.06         Securities Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Trust shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Trust at the Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest on 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
3.07.


 


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


 


SECTION
11.07         Securities Redeemed in Part.


 


Any Security which is to be redeemed only
in part shall be surrendered at a Place of Payment therefor (with, if the Trust or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Trust and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Trust 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.


 


Article
XII


SINKING
FUNDS


 


SECTION
12.01         Applicability of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by
Section 3.01 for such Securities.


 


The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment,” and any payment
in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities as provided
for by the terms of such Securities.


 


SECTION
12.02         Satisfaction of Sinking Fund Payments with Securities.


 


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


 


SECTION
12.03         Redemption of Securities for Sinking Fund.


 


Not less than 45 days prior (unless a shorter
period shall be satisfactory to the Trustee) to each sinking fund payment date for any Securities, the Trust will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant
to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof,
if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 12.02 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 45 days prior to each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice
of the redemption thereof to be given in the name of and at the expense of the Trust in the manner provided in Section 11.04. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
11.06 and 11.07.


 




    	45



    	 



    

  


Article
XIII


DEFEASANCE
AND COVENANT DEFEASANCE


 


SECTION
13.01         Trust’s Option to Effect Defeasance or Covenant Defeasance.


 


The Trust may at its option, at any time
elect to have either Section 13.02 or Section 13.03 applied to the Outstanding Securities of any series upon compliance with the
conditions set forth below in this Article Thirteen.


 


SECTION
13.02         Defeasance and Discharge.


 


Upon the Trust’s exercise of the option
provided in Section 13.01 applicable to this Section, the Trust shall be deemed to have been discharged from its obligations with
respect to the Outstanding Securities of any series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Trust shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such series
and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the expense of the Trust, 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 the Securities of such series to receive, solely from the trust fund described
in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest
on the Securities of such series when such payments are due, (B) the Trust’s obligations with respect to such Securities
under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (D) this Article Thirteen. Subject to compliance with this Article Thirteen, the Trust may exercise its option under this Section
13.02 notwithstanding the prior exercise of its option under Section 13.03.


 


SECTION
13.03         Covenant Defeasance.


 


Upon the Trust’s exercise of the option
provided in Section 13.01 applicable to this Section, (i) the Trust shall be released from its obligations with respect to the
Securities of such Series under Section 8.01, Sections 10.05 through 10.09, inclusive, and any covenants provided pursuant to Section
3.01(22), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities and (ii) the occurrence of an event specified in
Sections 5.01(3) or (4) shall not be deemed to be an Event of Default on and after the date the conditions set forth below are
satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance means that the Trust 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
clause whether directly or indirectly by reason of any reference elsewhere herein to any such Section or clause or by reason of
any reference in any such Section or clause to any other provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.


 


SECTION
13.04         Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to
application of either Section 13.02 or Section 13.03 to the then Outstanding Securities of any series:


 


(1)         The
Trust shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 6.10 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust
for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities of such series, (A) money in an amount, or (B) Government Obligations 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, money in an amount, or (C) a combination thereof, 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, the principal of, premium, if any,
and each installment of interest on the Securities on the Stated Maturity of such principal or installment of interest in accordance
with the terms of this Indenture and of the Securities of such series. For this purpose, “Government Obligations” means,
with respect to any series of Securities, securities that are (x) direct obligations of the government that issued the currency
in which such series is denominated (or, if such series is denominated in euro, the direct obligations of any government that is
a member of the European Monetary Union) for the payment of which its full faith and credit is pledged or (y) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of such government the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the
option of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any Government Obligation where the relevant government is the United States of America
or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the
holder of such depositary 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 such Government Obligation or the specific payment of principal of or interest on such Government Obligation evidenced by such
depository receipt.


 




    	46



    	 



    

  


(2)         In
the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Trust
shall have delivered to the Trustee an opinion of Counsel stating that (x) the Trust has received from, or there has been published
by, the Internal Revenue Service a ruling, or (y) since the date 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 the Outstanding
Securities of such series will not recognize gain or loss for Federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would have
been the case if such deposit, defeasance and discharge had not occurred.


 


(3)         In
the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Trust
shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Outstanding Securities of such series
will not recognize gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be
subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such
deposit and covenant defeasance had not occurred.


 


(4)         The
Trust shall have delivered to the Trustee an Officer’s Certificate to the effect that the Securities of such series, if then
listed on any securities exchange, will not be delisted as a result of such deposit.


 


(5)         No
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities
of such series shall have occurred and be continuing on the date of such deposit or, insofar as subsections 5.01(6) and (7) are
concerned, at any time during the period ending on the 90th day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period).


 


(6)         Such
defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 6.08 and for
purposes of the Trust Indenture Act with respect to any securities of the Trust.


 


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


 


(8)         The
Trust shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 13.02 or the covenant defeasance under Section 13.03 (as
the case may be) have been complied with.


 




    	47



    	 



    

  


(9)         Such
defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company as
defined in the Investment Company Act, or such trust shall be qualified under such act or exempt from regulation thereunder.


 


(10)       At
the time of such deposit, (A) no default in the payment of any principal of or premium or interest on any Senior Debt shall have
occurred and be continuing, (B) no Event of Default with respect to any Senior Debt shall have resulted in such Senior Debt becoming,
and continuing to be, due and payable prior to the date on which it would otherwise have become due and payable (unless payment
of such Senior Debt has been made or duly provided for), and (C) no other Event of Default with respect to any Senior Debt shall
have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior Debt (or a trustee
on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become
due and payable.


 


SECTION
13.05         Deposited Money and Government Obligations to be Held in Trust;
Other Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 10.03, all money and Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively,
for purposes of this Section 13.05, as the “Trustee”) pursuant to Section 13.04 in respect of the Securities of such
series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities of such series and
this Indenture, to the payment, either directly or through any Paying Agent (including the Trust acting as its own Paying Agent)
as the Trustee may determine, to the Holders of the Securities of such series, of all sums due and to become due thereon in respect
of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required
by law.


 


The Trust shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 13.04
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 the Outstanding Securities.


 


Anything in this Article Thirteen to the
contrary notwithstanding, the Trustee shall deliver or pay to the Trust from time to time upon Trust Request any money or Government
Obligations held by it as provided in Section 13.04 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 an equivalent defeasance or covenant defeasance.


 


SECTION
13.06         Reinstatement.


 


If the Trustee or the Paying Agent is unable
to apply any money in accordance with Section 13.02 or 13.03 by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Trust’s obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen until
such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 13.02 or 13.03; provided,
however, that if the Trust makes any payment of principal of (and premium, if any) or interest on any Security following the
reinstatement of its obligations, the Trust shall be subrogated to the rights of the Holders of the Securities of such series to
receive such payment from the money held by the Trustee or the Paying Agent.


 


Article
XIV


SUBORDINATION
OF SECURITIES


 


SECTION
14.01         Securities Subordinate to Senior Debt.


 


The Trust covenants and agrees, and each
Holder of Securities of any series by the Holder’s acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article, subject to the provisions of Article Four and Article Thirteen and except
as may otherwise be specified as contemplated by Section 3.01 and set forth in the Securities of a series, the indebtedness represented
by the Securities of such series and the payment of the principal of and any premium and interest on each and all of the Securities
of such series are hereby expressly made subordinate and junior in right of payment to the prior payment in full of all amounts
then due and payable in respect of all Senior Debt of the Trust, to the extent and in the manner herein set forth (unless a different
manner is set forth in the Securities of such series). No provision of this Article shall prevent the occurrence of any default
or Event of Default hereunder.


 




    	48



    	 



    

  


Senior Debt shall not be deemed to have
been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such
Senior Debt then outstanding.


 


SECTION
14.02         Payment Over of Proceeds Upon Dissolution, Etc.


 


In the event of:


 


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


 


(2)         any
proceeding for the liquidation, dissolution or other winding up of the Trust, whether voluntary or involuntary, or bankruptcy proceedings,


 


(3)         any
assignment by the Trust for the benefit of its creditors,


 


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


 


all Senior Debt shall first be paid in full before any payment
or distribution, whether in cash, securities or other property, shall be made by the Trust on account of the Securities of any
series. Any payment or distribution, whether in cash, securities or other property (other than securities of the Trust or any other
entity provided for by a plan of reorganization or a readjustment, the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the indebtedness evidenced by the Securities of any series, to the payment
of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization
or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect to the Securities
of any series shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing
among such holders until all Senior Debt shall have been paid in full. No present or future holder of any Senior Debt shall be
prejudiced in the right to enforce subordination of the indebtedness constituting the Securities of any series by any act or failure
to act on the part of the Trust.


 


SECTION
14.03         Subrogation to Rights of Holders of Senior Debt.


 


Upon the payment in full of all Senior Debt,
the rights of the holders of Securities of any series shall be subrogated to all the rights of any holders of Senior Debt to receive
any further payments or distributions applicable to the Senior Debt until the Securities of any series shall have been paid in
full, and such payments or distributions received by the Holders of Securities of any series by reason of such subrogation, of
cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Debt, shall, as between
the Trust and its creditors other than the holders of Senior Debt, on the one hand, and the Holders of Securities of any series,
on the other, be deemed to be a payment by the Trust on account of Senior Debt, and not on account of the Securities of any series.


 


SECTION
14.04         Provisions Solely to Define Relative Rights.


 


The provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders of Securities of any series on the one hand and
the holders of Senior Debt on the other hand. Nothing contained in this article or elsewhere in the Indenture or in the Securities
of such series is intended to or shall


 


(1)         impair,
as among the Trust, its creditors other than holders of Senior Debt and the Holders of Securities of such series, the obligation
of the Trust, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior
Debt, is intended to rank equally with all other general obligations of the Trust), to pay to the Holders of Securities of such
series the principal of (and premium, if any) and interest on, the Securities of such series as and when the same shall become
due and payable in accordance with their terms; or


 




    	49



    	 



    

 


 


(2)         affect
the relative rights against the Trust of the Holders of Securities of such series and creditors of the Trust, as the case may be,
other than the holders of Senior Debt; or


 


(3)         prevent
the Trustee or the Holder of any Securities of such series from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such Holder.


 


SECTION
14.05         Trustee to Effectuate Subordination.


 


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


 


SECTION
14.06         No Waiver of Subordination Provisions.


 


No right of any present or future holder
of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act
or failure to act on the part of the Trust or by any act or failure to act, in good faith, by any such holder, or by any noncompliance
by the Trust with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may
have or be otherwise charged with.


 


Without in any way limiting the generality
of the foregoing paragraph, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice
to the Trustee or the Holders of the Securities of any series, without incurring responsibility to the Holders of the Securities
of such series and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the
Holders of Securities of such series to the holders of Senior Debt, do any one or more of the following:


 


(1)         change
the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement
in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding;


 


(2)         sell,
exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt;


 


(3)         release
any Person liable in any manner for the collection of Senior Debt; and


 


(4)         exercise
or refrain from exercising any rights against the Trust and any other Person.


 


SECTION
14.07         Notice to Trustee.


 


The Trust shall give prompt written notice
to the Trustee of any fact known to the Trust which would prohibit the making of any payment to or by the Trustee in respect of
the Securities of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any
other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article,
unless and until the Trustee shall have received written notice thereof from the Trust or a holder or holders of Senior Debt or
from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section
6.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium,
if any) or interest on any Securities of any series), 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 that may be received by it within two Business Days prior to such date.


 




    	50



    	 



    

 


 


Subject to the provisions of Section 6.01,
the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder
of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor).
In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person
as a holder of Senior Debt to participate in any payment of distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt 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, 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
14.08         Reliance on Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or distribution of assets
of the Trust referred to in this Article, the Trustee, subject to the provisions of Section 6.01, and the Holders of Securities
of any series shall be entitled to conclusively 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, receiver, liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities
of such series, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders
of the Senior Debt and other indebtedness of the Trust, as the case may be, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.


 


SECTION
14.09         Trustee Not Fiduciary for Holders of Senior Debt.


 


With respect to the holders of Senior Debt,
the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this
Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt with respect to its
obligations and duties created hereunder and shall not be liable to any such holders or creditors if it shall in good faith pay
over or distribute to Holders of Securities of any series or to the Trust or to any other Person cash, property or securities to
which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise.


 


SECTION
14.10         Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s
Rights.


 


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


 


Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 6.07.


 


SECTION
14.11         Article Applicable to Paying Agents.


 


In case at any time any Paying Agent other
than the Trustee shall have been appointed by the Trust and be then acting hereunder, the term “Trustee” as used in
this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to
or in place of the Trustee; provided, however, that this Section shall not apply to the Trust or any Affiliate of the Trust
if it or such Affiliate acts as Paying Agent.


 


SECTION
14.12         Certain Conversions or Exchanges Deemed Payment.


 


For the purposes of this Article only, (a)
the issuance and delivery of securities which are subordinate in right of payment to all then outstanding Senior Debt to substantially
the same extent as the Securities are so subordinate (“Junior Securities”) (or cash paid in lieu of fractional shares)
upon conversion or exchange of Securities of any series as contemplated by Section 3.01, shall not be deemed to constitute a payment
or distribution on account of the principal of or premium or interest on Securities of such series or on account of the purchase
or other acquisition of Securities of such series and (b) the payment, issuance or delivery of cash, property or securities (other
than Junior Securities and cash paid in lieu of fractional shares) upon conversion or exchange of Securities of any series shall
be deemed to constitute payment on account of the principal of such Securities of such series. Nothing contained in this Article
or elsewhere in the Indenture or in the Securities of any series is intended to or shall impair, as among the Trust, its creditors
other than holders of Senior Debt and the Holders of Securities of such series the right, which is absolute and unconditional,
of the Holder of any Securities of such series to convert or exchange such Securities of such series in accordance with the terms
specified as contemplated by Section 3.01.


 




    	51



    	 



    




 


SECTION
14.13         Defeasance of This Article Fourteen.


 


The subordination of the Securities provided
by this Article Fourteen is expressly made subject to the provisions for defeasance or covenant defeasance in Article Thirteen
hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of any such defeasance or covenant defeasance,
the Securities then outstanding shall thereupon cease to be subordinated pursuant to this Article Fourteen.


 


Article
XV


MEETING
OF HOLDERS OF SECURITIES


 


SECTION
15.01         Purposes for which Meetings May Be Called.


 


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


 


SECTION
15.02         Call, Notice and Place of Meetings.


 


(1)         The
Trustee may at any time call a meeting of Holders of Securities of any series for any purposes specified in Section 15.01, to be
held at any such time and at such place 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 1.06, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.


 


(2)         In
case at any time the Trust, 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 15.01, 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 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 Trust 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 for such meeting
and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section.


 


SECTION
15.03         Persons Entitled to Vote at Meetings.


 


Upon the calling of a meeting of Holders
with respect to the Securities of a series all or part of which are represented by a Security, a record date shall be established
for determining Holders of Outstanding Securities of such series entitled to vote at such meeting, which record date shall be the
close of business on the day the notice of the meeting of Holders is given in accordance with Section 15.02. The Holders on such
record date, and their designated proxies, and only such Persons, shall be entitled to vote at such meeting of Holders. To be entitled
to vote at any meeting of Holders, a Person shall (a) be a Holder of one or more Securities or (b) be a Person appointed by an
instrument in writing as proxy by a Holder of one or more Securities; provided, however, that in the case of any meeting
of Holders with respect to the Securities of a series all or part of which are represented by a Security, only Holders, or their
designated proxies, of record on the record date established pursuant to Section 15.03 hereof shall be entitled to vote at such
meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the
Trust and its counsel.


 




    	52



    	 



    




 


SECTION
15.04         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 or waiver
which this Indenture expressly provides may be given by the Holders of not less than 50% in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote 50% 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 15.02(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 an 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 the
first paragraph of Section 9.02, 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 the first paragraph of Section 9.02,
any resolution with respect to any consent or waiver which this Indenture expressly provides may be given by the Holders of not
less than 50% in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting
duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders of 50% in principal amount
of the Outstanding Securities of that series; and provided, further, that, except as limited by the proviso to the first
paragraph of Section 9.02, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver
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 any 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.


 


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


 


(1)         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 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04 or by having the signature
of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.04. 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 1.04 or other proof.


 


(2)         The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called
by the Trust or by Holders of Securities as provided in Section 15.02(b), in which case the Trust 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.


 




    	53



    	 



    




 


(3)         At
any meeting, 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 him; 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.


 


(4)         Any
meeting of Holders of Securities of any series duly called pursuant to Section 15.02 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
15.06         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 facts setting forth a copy of the notice of the meeting and showing that said notice was given
as provided in Section 15.02 and, if applicable, Section 15.04. 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 Trust, 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.


 


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


 


[Signature Page Follows]


 




    	54



    	 



    

  


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


 


	 	UNITED DEVELOPMENT FUNDING IV
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	55



    	 



    

  


EXHIBIT A


Form of Face of Registered Security


 


	No. ___________	$________________


 


United Development Funding IV, a Maryland
real estate investment trust (herein called the “Trust,” which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to __________________, or registered assigns, the principal
sum of _________________ Dollars on ___________________________. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall
be the ___________________ or _________________ (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture.


 


[If the Security is not to bear interest
prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium
shall be payable on demand.]


 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Trust maintained for that purpose in
___________________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Trust payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereof has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Trust has caused
this instrument to be duly executed.


 


	 	Dated:	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	56



    	 



    

  


EXHIBIT A1


Form of Reverse of Security


 


This Security is one of a duly authorized
issue of securities of the Trust (herein called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of ___________________ (herein called the “Indenture,” which term shall have the meaning assigned
to it in such instrument), between the Trust and __________________, as Trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Trust, the Trustee[, the holders of Senior Debt]
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. [This
Security is one of the series designated on the face hereof, limited in aggregate principal amount to $______________.]


 


[If applicable, insert — The
Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert
— (1) on _____________________ in any year commencing with the year ____________ and ending with the year ____________
through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at
any time [if applicable, insert — (1) on or after _________________, 20__], as a whole or in part, at the election
of the Trust, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable,
insert — on or before _________%, and if redeemed] during the 12-month period beginning _______________ of the years
indicated,


 


	Year	 	Redemption Price	 	Year	 	Redemption Price
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


and thereafter at a Redemption Price equal to ______________%
of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation
of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert — The
Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on _______________ in
any year commencing with the year _____________ and ending with the year ______________ through operation of the sinking fund for
this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after ______________], as
a whole or in part, at the election of the Trust, at the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period
beginning ________________ of the years indicated,


 


	Year	 	
        Redemption Price For

        Redemption Through

        Operation of the Sinking

        Fund
	 	
        Redemption Price For

        Redemption Otherwise Than

        Through Operation of the

        Sinking Fund

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


and thereafter at a Redemption Price equal to _________% of
the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise)
with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business
on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 




    	57



    	 



    

  


[If applicable, insert — Notwithstanding
the foregoing, the Trust may not, prior to ________________ redeem any Securities of this series as contemplated by [if applicable,
insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the Trust (calculated in accordance with generally accepted
financial practice) of less than ______% per annum.]


 


[If applicable, insert — The
sinking fund for this series provides for the redemption on _______________ in each year beginning with the year __________________
and ending with the year _________________ of [if applicable, insert — not less than $_____________ (“mandatory sinking
fund”) and not more than] $____________________ aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Trust otherwise than through [if applicable, insert — mandatory] sinking fund payments
may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to
be made [if applicable, insert — , in the inverse order in which they become due].]


 


[If the Security is subject to redemption
of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


 


The indebtedness evidenced by this Security
is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior
Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions of the Indenture, (b) authorizes and directs the Trustee
on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided
and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each
holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such Holder upon said provisions.


 


[If applicable, insert — The
Securities shall [not be superior in right of payment to, and shall] rank pari passu with[,] — insert description
of existing debt of the Trust that is intended to rank on a parity with the Securities.]


 


[If applicable, insert — The
Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth
in the Indenture.]


 


[If the Security is not an Original Issue
Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture.]


 


[If the Security is an Original Issue
Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture. Such amount shall be equal to —insert formula for determining the amount. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of the Trust’s obligations in respect of the
payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.]


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Trust and the rights of the
Holders of the Securities of each series to be affected under the Indenture at any time by the Trust and the Trustee with the consent
of the Holders of 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Trust with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.


 




    	58



    	 



    

  


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.


 


No reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair the obligation of the Trust, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Trust in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trust and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $ _______________ and any integral multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
such registration of transfer or exchange, but the Trust may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of this Security
for registration of transfer, the Trust, the Trustee and any agent of the Trust or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Trust,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


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


 




    	59