Exhibit 4.5


	
         


 




    	

         


GASLOG LTD.

         

        and

         

        [                    ],

        as Trustee

         

        FORM OF INDENTURE

         

        Dated as of _____________, _____

         


 





    	 



    	



    

TABLE OF CONTENTS


 


	 	 	 	 	Page
	ARTICLE 1
	 	 	 	 	 
	Definitions
	 	 	 	 	 
	SECTION 1.01.	 	Certain Terms Defined	 	1
	 	 	 	 	 
	ARTICLE 2
	 	 	 	 	 
	Securities
	 	 	 	 	 
	SECTION 2.01.	 	Forms Generally	 	5
	SECTION 2.02.	 	Form of Trustee’s Certification of Authentication	 	5
	SECTION 2.03.	 	Amount Unlimited; Issuable in Series	 	5
	SECTION 2.04.	 	Authentication and Delivery of Securities	 	8
	SECTION 2.05.	 	Execution of Securities	 	9
	SECTION 2.06.	 	Certificate of Authorization	 	10
	SECTION 2.07.	 	Denomination and Date of Securities; Payments of Interest	 	10
	SECTION 2.08.	 	Regulation, Transfer and Exchange	 	10
	SECTION 2.09.	 	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	 	11
	SECTION 2.10.	 	Cancellation of Securities	 	12
	SECTION 2.11.	 	Temporary Securities	 	13
	SECTION 2.12.	 	CUSIP Numbers	 	13
	 	 	 	 	 
	ARTICLE 3
	 	 	 	 	 
	Covenants of the Issuer and the Trustee
	 	 	 	 	 
	SECTION 3.01.	 	Payment of Principal and Interest	 	13
	SECTION 3.02.	 	Offices for Payments, etc	 	14
	SECTION 3.03.	 	Appointment to Fill a Vacancy in Office of Trustee	 	14
	SECTION 3.04.	 	Paying Agents	 	14
	SECTION 3.05.	 	Certificate of the Issuer	 	15
	SECTION 3.06.	 	Securityholders Lists	 	15
	SECTION 3.07.	 	Reports by the Issuer	 	16
	SECTION 3.08.	 	Reports by the Trustee	 	16
	 	 	 	 	 
	ARTICLE 4
	 	 	 	 	 
	Remedies of the Trustee and Securityholders on Event of Default
	 	 	 	 	 
	SECTION 4.01.	 	Event of Default; Acceleration of Maturity; Waiver of Default	 	16




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	SECTION 4.02.	 	Collection of Indebtedness by Trustee; Trustee May Prove Debt	 	19
	SECTION 4.03.	 	Application of Proceeds	 	21
	SECTION 4.04.	 	Suits for Enforcement	 	22
	SECTION 4.05.	 	Restoration of Rights on Abandonment of Proceeding	 	22
	SECTION 4.06.	 	Limitations on Suits by Securityholder	 	22
	SECTION 4.07.	 	Unconditional Right of Securityholders to Institute Certain Suits	 	23
	SECTION 4.08.	 	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	 	23
	SECTION 4.09.	 	Control by Securityholders	 	23
	SECTION 4.10.	 	Waiver of Past Defaults	 	24
	SECTION 4.11.	 	Trustee to Give Notice of Default, But May Withhold in Certain Circumstances	 	24
	SECTION 4.12.	 	Right of Court to Require Filing of Undertaking to Pay Costs	 	24
	 	 	 	 	 
	ARTICLE 5
	 	 	 	 	 
	Concerning the Trustee
	 	 	 	 	 
	SECTION 5.01.	 	Duties and Responsibilities of the Trustee; During Default; Prior to Default	 	25
	SECTION 5.02.	 	Certain Rights of the Trustee	 	26
	SECTION 5.03.	 	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	 	28
	SECTION 5.04.	 	Trustee and Agents May Hold Securities; Collections, etc	 	28
	SECTION 5.05.	 	Moneys Held by Trustee	 	28
	SECTION 5.06.	 	Compensation and Indemnification of Trustee and its Prior Claim	 	28
	SECTION 5.07.	 	Right of Trustee to Rely on Officers’ Certificate, etc	 	29
	SECTION 5.08.	 	Persons Eligible for Appointment as Trustee	 	29
	SECTION 5.09.	 	Resignation and Removal; Appointment of Successor Trustee	 	30
	SECTION 5.10.	 	Acceptance of Appointment by Successor Trustee	 	31
	SECTION 5.11.	 	Merger, Conversion, Consolidation or Succession to Business of Trustee	 	32
	 	 	 	 	 
	ARTICLE 6
	 	 	 	 	 
	Concerning the Securityholders
	 	 	 	 	 
	SECTION 6.01.	 	Evidence of Action Taken by Securityholders	 	32
	SECTION 6.02.	 	Proof of Execution of Instruments and of Holding of Securities; Record Date	 	33
	SECTION 6.03.	 	Holders to be Treated as Owners	 	33
	SECTION 6.04.	 	Securities Owned by Issuer Deemed Not Outstanding	 	33
	SECTION 6.05.	 	Right of Revocation of Action Taken	 	34



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	ARTICLE 7
	 	 	 	 	 
	Supplemental Indentures
	 	 	 	 	 
	SECTION 7.01.	 	Supplemental Indentures Without Consent of Securityholders	 	34
	SECTION 7.02.	 	Supplemental Indentures With Consent of Securityholders	 	35
	SECTION 7.03.	 	Effect of Supplemental Indenture	 	37
	SECTION 7.04.	 	Documents to Be Given to Trustee	 	37
	SECTION 7.05.	 	Notation on Securities in Respect of Supplemental Indentures	 	37
	 	 	 	 	 
	ARTICLE 8
	 	 	 	 	 
	Consolidation, Merger, Sale or Conveyance
	 	 	 	 	 
	SECTION 8.01.	 	Issuer May Consolidate, etc., on Certain Terms	 	38
	SECTION 8.02.	 	Successor Substituted	 	38
	SECTION 8.03.	 	Opinion of Counsel to Trustee	 	38
	 	 	 	 	 
	ARTICLE 9
	 
	Satisfaction and Discharge of Indenture; Unclaimed
    Moneys
	 
	SECTION 9.01.	 	Satisfaction and Discharge of Indenture	 	39
	SECTION 9.02.	 	Application by Trustee of Funds Deposited for Payment of Securities	 	42
	SECTION 9.03.	 	Repayment of Moneys Held by Paying Agent	 	43
	SECTION 9.04.	 	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	 	43
	 	 	 	 	 
	ARTICLE 10
	 	 	 	 	 
	Miscellaneous Provisions
	 	 	 	 	 
	SECTION 10.01.	 	Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability	 	43
	SECTION 10.02.	 	Provisions of Indenture for the Sole Benefit of Parties and Securityholders	 	43
	SECTION 10.03.	 	Successors and Assigns of Issuer Bound by Indenture	 	44
	SECTION 10.04.	 	Notices and Demands on Issuer, Trustee and Securityholders	 	44
	SECTION 10.05.	 	Communication by Securityholders with Other Securityholders.	 	45
	SECTION 10.06.	 	Officers’ Certificates and Opinions of Counsel; Statements to be Contained Therein	 	45



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	SECTION 10.07.	 	Payments Due on Saturdays, Sundays and Holidays	 	46
	SECTION 10.08.	 	Conflict of any Provision of Indenture with Trust Indenture Act of 1939	 	46
	SECTION 10.09.	 	New York Law to Govern	 	46
	SECTION 10.10.	 	Counterparts	 	47
	SECTION 10.11.	 	Effect of Headings	 	47
	SECTION 10.12.	 	Securities in a Non-U.S. Currency	 	47
	SECTION 10.13.	 	Submission to Jurisdiction	 	47
	SECTION 10.14.	 	Judgment Currency	 	48
	SECTION 10.15.	 	Waiver of Jury Trial	 	48
	SECTION 10.16.	 	Force Majeure	 	48
	 	 	 	 	 
	ARTICLE 11
	 	 	 	 	 
	Redemption of Securities
	 	 	 	 	 
	SECTION 11.01.	 	Applicability Of Article	 	49
	SECTION 11.02.	 	Notice Of Redemption; Partial Redemptions	 	49
	SECTION 11.03.	 	Payment of Securities Called for Redemption	 	50
	SECTION 11.04.	 	Exclusion of Certain Securities from Eligibility for Selection for Redemption	 	51



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CROSS-REFERENCE
TABLE*


 


	Trust Indenture Act Section	Indenture Section
	310	(a)(1)	5.08
	 	(a)(2)	5.08
	 	(a)(3)	Not Applicable
	 	(a)(4)	Not Applicable
	 	(a)(5)	5.08
	 	(b)	5.09(b)
	 	(c)	Not Applicable
	311	(a)	5.04
	 	(b)	5.04
	 	(c)	Not Applicable
	312	(a)	3.06
	 	(b)	10.05
	 	(c)	10.05
	313	(a)	3.08
	 	(b)(1)	Not Applicable
	 	(b)(2)	3.08
	 	(c)	3.08; 10.02
	 	(d)	3.08
	314	(a)	3.05; 3.07
	 	(b)	Not Applicable
	 	(c)(1)	10.06
	 	(c)(2)	10.06
	 	(c)(3)	10.06
	 	(d)	Not Applicable
	 	(e)	10.06
	 	(f)	Not Applicable
	315	(a)	5.01
	 	(b)	4.11
	 	(c)	5.01
	 	(d)	5.01
	 	(e)	4.12
	316	(a) (last sentence)	6.04
	 	(a)(1)(A)	4.09
	 	(a)(1)(B)	4.10
	 	(a)(2)	Not Applicable
	 	(b)	4.07
	 	(c)	6.02
		317 (a)(1)	4.02
	 	(a)(2)	4.02
	 	(b)	3.04
		318 (a)	10.08
	 	(b)	Not Applicable
	 	(c)	10.08


*This Cross-Reference Table does not constitute part of the
Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.



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THIS INDENTURE, dated as of _____________,
_____ between GasLog Ltd., a Bermuda exempted company (the “Issuer”), and [                   ], as trustee (the “Trustee”),


 


In consideration of the premises and the purchases
of the debentures, notes or other evidences of indebtedness of the Issuer to be issued in one or more series (the “Securities”)
by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective
holders from time to time of the Securities as follows:


 


ARTICLE 1


 


Definitions


 


SECTION 1.01. Certain Terms Defined.
The following terms (except as otherwise expressly provided herein or in any indenture supplemental hereto, or unless the context
otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939
or the definitions of which in the Securities Act of 1933, as amended, are referred to in the Trust Indenture Act of 1939, including
terms defined therein by reference to the Securities Act of 1933, as amended (except as herein otherwise expressly provided or
unless the context otherwise clearly requires), shall have the meanings assigned to such terms in said Trust Indenture Act and
in said Securities Act as in force at the date of this Indenture. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term “generally
accepted accounting principles” means such accounting principles as are generally accepted at the time of any computation.
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. The terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the singular. The words “including,” “includes”
and similar words shall be deemed to be followed by “without limitation”.


 


“Authorized Agent” shall
have the meaning set forth in Section 10.13.


 


“Bearer Security” means
any Security other than a Registered Security.


 


“Board” means either the
board of directors of the Issuer or any committee of such board of directors duly authorized to act hereunder.


 


“Board Resolution” means
one or more resolutions, certified by the secretary of the Board to have been duly adopted or consented to by the Board and to
be in full force and effect, and delivered to the Trustee.



    	 



    	



    

“Business Day” means, with
respect to any Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified
in the form of such Security, is not a day on which banking institutions are authorized by law or regulation to close.


 


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


 


“Corporate Trust Office”
means the office of the Trustee located in The City of New York at which at any particular time its corporate trust business shall
be administered.


 


“Depositary” means, with
respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then
a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to
the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that series.


 


“Dollar” means the coin
or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


“Event of Default” means
any event or condition specified as such in Section 4.01.


 


“Holder”, “Holder
of Securities”, “Securityholder” or other similar terms mean the registered holder of any Security.


 


“Indenture” means this
instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder.


 


“Interest” means, when
used with respect to non-interest bearing Securities, interest payable after maturity.


 


“Issuer” means (except
as otherwise provided in Article 5) GasLog Ltd., a Bermuda exempted company, and, subject to Article 8, its successors and assigns.


 


“Judgment Currency” shall
have the meaning set forth in Section 10.14.


 


“New York Banking Day”
shall have the meaning set forth in Section 10.14.



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“Non-U.S. Currency” means
a currency issued by the government of a country other than the United States (or any currency unit comprised of any such currencies).


 


“Officers’ Certificate”
means a certificate (i) signed by any officer of the Issuer authorized by the Board to execute any such certificate and (ii) delivered
to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939.


 


“Opinion of Counsel” means
an opinion reasonably satisfactory to the Trustee in writing signed by legal counsel who may be an employee of or counsel to the
Issuer. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided
for in Section 10.06, if and to the extent required hereby.


 


“Original Issue Date” of
any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion
thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 4.01.


 


“Outstanding”, when used
with reference to Securities, shall, subject to the provisions of Section 6.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except:


 


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


 


(b) Securities, or portions thereof,
for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the holders
of such Securities (if the Issuer shall act as its own paying agent), provided that if such Securities, or portions thereof, are
to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and


 


(c) Securities in substitution
for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of
Section 2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security
is held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer).


 


In determining whether the holders of the
requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization,



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direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 4.01.


 


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


 


“Principal” whenever used
with reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any”.


 


“Registered Global Security”,
means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance
with Section 2.03, and bearing the legend prescribed by the applicable supplemental indenture.


 


“Registered Security” means
any Security registered on the Security register of the Issuer.


 


“Required Currency” shall
have the meaning set forth in Section 10.14.


 


“Responsible Officer” when
used with respect to the Trustee means any officer of the Trustee, including any vice president, assistant vice president, secretary,
assistant secretary, any assistant treasurer, any 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 such officer’s knowledge of and familiarity with that
particular subject and who shall have direct responsibility for the administration of this Indenture.


 


“Security” or “Securities”
has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.


 


“Trustee” means the Person
identified as “Trustee” in the first paragraph hereof and, subject to the provisions of Article 5, shall also include
any successor trustee.


 


“Trust Indenture Act of 1939”
(except as otherwise provided in Sections 5.01 and 5.02) means the Trust Indenture Act of 1939 as in force at the date as of which
this Indenture was originally executed.


 


“U.S. Government Obligations”
shall have the meaning set forth in Section 9.01.


 


“Yield to Maturity” means
the yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most
recent



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redetermination of interest on such series,
and calculated in accordance with accepted financial practice.


 


ARTICLE 2


 


Securities


 


SECTION 2.01. Forms Generally. The
Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by
or pursuant to a resolution of the Board 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 imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply
with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general
usage, all as may be determined by the officers executing such Securities, as evidenced by their execution of the Securities.


 


The definitive Securities shall be printed
or lithographed on security printed paper 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 Trustee’s
Certification of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially
the following form:


 


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


 


[              ],


 


AS
TRUSTEE,


 


	by	 	 
	 	Authorized Signatory	 


 


Dated:________________________


 


SECTION 2.03. Amount Unlimited;
Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture
is unlimited.


 


The Securities may be issued in one or more
series and unless provided for otherwise in an indenture supplemental hereto, each such series shall rank equally and pari passu
with all other unsecured and unsubordinated debt of the Issuer. There shall be established in or pursuant to a resolution of the
Board and set forth in an Officers’



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Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series,


 


(a) the designation of
the Securities of the series (which shall distinguish the Securities of the series from all other Securities);


 


(b) any limit upon the
aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 2.08, 2.09, 2.11 or 11.03);


 


(c) if other than Dollars,
the coin or currency in which the Securities of that series are denominated (including any Non-U.S. Currency);


 


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


 


(e) 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 such interest shall accrue, the interest payment dates on which such interest shall be payable and the record
dates for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates
shall be determined;


 


(f) the place or places
where the principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.02);


 


(g) the price or prices
at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;


 


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


 


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


 


(j) if other than the principal
amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 4.01 or provable in bankruptcy pursuant to Section 4.02;



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(k) if other than the coin
or currency in which the Securities of that series are denominated, the coin or currency in which payment of the principal of or
interest on the Securities of such series shall be payable;


 


(l) if the principal of
or interest on the Securities of such series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or
currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions
upon which, such election may be made;


 


(m) if the amount of payments
of principal of and interest on the Securities of the series may be determined with reference to an index based on a coin or currency
other than that in which the Securities of the series are denominated, or with reference to any currencies, securities or baskets
of securities, commodities or indices, the manner in which such amounts shall be determined;


 


(n) if the Holders of the
Securities of the series may convert or exchange the Securities of the series into or for securities of the Issuer or of other
entities or other property (or the cash value thereof), the specific terms of and period during which such conversion or exchange
may be made;


 


(o) whether the Securities
of the series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global
Securities) or Bearer Securities (with or without coupons), or any combination of the foregoing, any restrictions applicable to
the offer, sale, transfer, exchange or delivery of Bearer Securities or Registered Securities or the payment of interest thereon
and, if other than as provided herein, the terms upon which Bearer Securities of any series may be exchanged for Registered Securities
of such series and vice versa;


 


(p) whether and under what
circumstances the Issuer will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person
in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option
to redeem such Securities rather than pay such additional amounts;


 


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


 


(r) any trustees, depositaries,
authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;



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(s) any applicable United
States federal income tax and other income tax provisions, including: whether and under what circumstances the Issuer will pay
additional amounts on Securities for any tax, assessment or governmental charge withheld or deducted and, if so, whether it will
have the option to redeem those Securities rather than pay the additional amounts; tax considerations applicable to any discounted
Securities or to Securities issued at par that are treated as having been issued at a discount for United States federal income
tax purposes; and tax considerations applicable to any Securities denominated and payable in foreign currencies;


 


(t) whether certain payments
on the Securities will be guaranteed under a financial insurance guaranty policy and the terms of that guaranty;


 


(u) any applicable selling
restrictions;


 


(v) any other events of
default, modifications or elimination of any acceleration rights, or covenants with respect to the Securities of such series and
any terms required by or advisable under applicable laws or regulations, including laws and regulations relating attributes required
for the Securities to be afforded certain capital treatment for bank regulatory or other purposes; and


 


(w) any other terms of
the series.


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of
the Board or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution
or in any such indenture supplemental hereto.


 


SECTION 2.04. Authentication and
Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may
deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate
and deliver such Securities to or upon the written order of the Issuer, signed by any officer of the Issuer authorized by the Board
to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities the Trustee shall be provided with, and (subject to Section
5.01) shall be fully protected in relying upon:


 


(a) a certified copy of
any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under
clause 2.04(b) below;


 


(b) a copy of any resolution
or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer;



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(c) an executed supplemental
indenture, if any;


 


(d) an Officers’
Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and
prepared in accordance with Section 10.06;


 


(e) an Opinion of Counsel,
prepared in accordance with Section 10.06, to the effect that


 


(i) the form or forms and
terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted
by Section 2.01 and 2.03 in conformity with the provisions of this Indenture;


 


(ii) such Securities, when
authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and binding obligations of the Issuer; and


 


(iii) all laws and requirements
in respect of the execution and delivery by the Issuer of the Securities have been complied with; and


 


covering such other matters
as the Trustee may reasonably request.


 


The Trustee shall have the right to decline
to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose
the Trustee to personal liability to existing Holders.


 


SECTION 2.05. Execution of Securities. The Securities shall be signed on behalf of the Issuer by any officer of the Issuer authorized by the Board to execute such
Securities, which Securities may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present
or any future such officers. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature
shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.


 


In case any officer of the Issuer who shall
have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered
by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of
the Issuer by such person as, at the actual date of the execution of such Security, shall be a proper officer of the Issuer, although
at the date of the execution and delivery of this Indenture any such person was not such an officer.



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SECTION 2.06. Certificate of Authorization. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited,
executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive
evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.


 


SECTION 2.07. Denomination and
Date of Securities; Payments of Interest. The Securities shall be issuable as registered securities without coupons and
in denominations as shall be specified as contemplated by Section 2.03. In the absence of any such specification with respect
to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The Securities shall be numbered, lettered, or otherwise distinguished in such manner
or in accordance with such plan as the officers of the Issuer executing the same may determine with the approval of the
Trustee as evidenced by the execution and authentication thereof.


 


Each Security shall be dated the date of its
authentication, shall bear interest, if any, from the date and shall be payable on the dates, in each case, which shall be specified
as contemplated by Section 2.03.


 


The person in whose name any Security of any
series is registered at the close of business on any record date applicable to a particular series with respect to any interest
payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding
any transfer or exchange of such Security subsequent to the record date and prior to such interest payment date, except if and
to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which
case such defaulted interest shall be paid to the persons in whose names Outstanding Securities for such series are registered
at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment
of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the holders of Securities not
less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any
interest payment date (except a date for payment of defaulted interest) shall mean the date specified as such in the terms of the
Securities of any particular series, or, if no such date is so specified, if such interest payment date is the first day of a calendar
month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar
month, the first day of such calendar month, whether or not such record date is a Business Day.


 


SECTION 2.08. Regulation,
Transfer and Exchange. The Issuer will keep or cause to be kept at each office or agency to be maintained for the purpose
as provided in Section 3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it
will register, and will register the transfer of, Securities as in this Article provided. Such register shall be in written
form in the English language or in any other



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form capable of being converted into
such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection by the Trustee.


 


Upon due presentation for registration of
transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02,
the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security
or Securities of the same series in authorized denominations for a like aggregate principal amount.


 


Any Security or Securities of any series may
be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal
amount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section 3.02, and the Issuer shall execute and the Trustee shall authenticate and deliver in exchange
therefor the Security or Securities of the same series which the Securityholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.


 


All Securities presented for registration
of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the holder
or his attorney duly authorized in writing.


 


The Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of
Securities. No service charge shall be made for any such transaction.


 


The Issuer shall not be required to exchange
or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of
redemption of Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption except,
in the case of any Security where notice has been given that such Security is to be redeemed in part, the portion thereof not so
to be redeemed.


 


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


 


SECTION 2.09. Mutilated,
Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any
officer of the Issuer, the Trustee shall authenticate and deliver, a new Security of the same series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and
substitution for the Security so destroyed, lost or stolen. In every case the applicant for a



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substitute Security shall furnish to
the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be required by them
to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction
of the destruction, loss or theft of such Security and of the ownership thereof, and in the case of mutilation or defacement shall
surrender the Security to the Trustee or such agent.


 


Upon the issuance of any substitute Security,
the Issuer 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 or its agent) connected therewith. In case any Security
which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed,
lost or stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Issuer and
the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and
any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.


 


Every substitute Security of any series issued
pursuant to the provisions of this section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute
an additional contractual obligation of the Issuer, 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 (but shall be subject to all the limitations of rights set forth
in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered
hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities
and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.


 


SECTION 2.10. Cancellation of
Securities. All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit
against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the
Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and
no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall dispose of cancelled Securities held by it in accordance with its procedures for the disposition of cancelled
Securities and deliver a certificate of disposition to the Issuer upon its request therefor. If the Issuer shall acquire any
of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for cancellation.



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SECTION 2.11. Temporary
Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in
each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as registered Securities
without coupons, of any authorized denomination, and substantially in the form of the definitive Securities of such series
but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined
by the Issuer with the concurrence of the Trustee. Temporary Securities may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary
Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by
the Issuer for that purpose pursuant to Section 3.02, and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series a like aggregate principal amount of definitive Securities of the same series of
authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series unless otherwise established pursuant to Section 2.03.


 


SECTION 2.12. CUSIP
Numbers. The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so,
the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Issuer will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 


ARTICLE 3


 


Covenants of
the Issuer and the Trustee


 


SECTION 3.01. Payment of
Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly
and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together
with any additional amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times
and in the manner provided in such Securities. Subject to any other provisions that may be established pursuant to Section
2.03, the interest on Securities (together with any additional amounts payable pursuant to the terms of such Securities)
shall be payable only to or upon the written order of the Holders thereof and, at the option of the Issuer, may be paid by
wire transfer or by mailing checks for such interest payable to or upon the written order of such Holders at their last
addresses as they appear on the registry books of the Issuer.



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SECTION 3.02. Offices for
Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan,
The City of New York, the following for each series: an office or agency (a) where the Securities may be presented for
payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture
provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be
served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of
location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the
Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall
fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change
in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office.


 


The Issuer may from time to time designate
one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities
of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities
of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time
rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission
shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will
give to the Trustee prompt written notice of any such designation or rescission thereof.


 


SECTION 3.03. Appointment to
Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 5.09, a Trustee, so that there shall at all times be a Trustee with respect
to each series of Securities hereunder.


 


SECTION 3.04. Paying
Agents. Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any
series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section,


 


(a) that it will hold all
sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether such
sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the
holders of the Securities of such series or of the Trustee,


 


(b) that it will give the
Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment of the
principal of or interest on the Securities of such series when the same shall be due and payable, and



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(c) that it will pay any
such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of
the failure referred to in clause 3.04(b) above.


 


The Issuer will, on or prior to 10:00 a.m.
New York City time on each due date of the principal of or interest on the Securities of such series, deposit with the paying agent
a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will
promptly notify the Trustee of any failure to take such action.


 


If the Issuer shall act as its own paying
agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the
Securities of such series, set aside, segregate and hold in trust for the benefit of the holders of the Securities of such series
a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure
to take such action.


 


Anything in this section to the contrary notwithstanding,
the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series
of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series
by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein
contained.


 


Anything in this section to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this section is subject to the provisions of Section 9.03 and 9.04.


 


SECTION 3.05. Certificate of
the Issuer. The Issuer will furnish to the Trustee on or before [__] in each year (beginning with [__]) an
Officers’ Certificate of the Issuer as to the signers’ knowledge of the Issuer’s compliance with all
conditions and covenants under the Indenture (such compliance to be determined without regard to any period of grace or
requirement of notice provided under the Indenture). In the event an Officer of the Issuer comes to have actual knowledge of
an Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default,
regardless of the date, the Issuer shall deliver an Officers’ Certificate to the Trustee specifying such Default and
the nature and status thereof.


 


SECTION 3.06. Securityholders
Lists. If and so long as the Trustee shall not be the Security registrar for the Securities of any series, the Issuer
will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names
and addresses of the holders of the Securities of such series pursuant to Section 312 of the Trust Indenture Act of 1939 (a)
semi-annually not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove
specified, as of such record date and on dates to be determined pursuant to Section 2.03 for non-interest bearing securities
in each year, and (b) at such other times as the Trustee



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may request in writing, within thirty
days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished.


 


SECTION 3.07. Reports by the
Issuer. The Issuer covenants to file with the Trustee, within 15 days after the Issuer files the same with the
Commission, copies of the annual reports and of the information, documents, and other reports that the Issuer may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates).


 


SECTION 3.08. Reports by the
Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted
on or before [            ] in each year following the date
hereof, so long as any Securities are outstanding hereunder, and shall be dated as of a date convenient to the Trustee no
more than 60 nor less than 45 days prior thereto. The Trustee shall also comply with Section 313(b) of the Trust Indenture
Act of 1939.


 


ARTICLE 4


 


Remedies of
the Trustee and Securityholders on Event of Default


 


SECTION 4.01. Event of
Default; Acceleration of Maturity; Waiver of Default. Unless otherwise established in accordance with Section 2.03 or by
any applicable supplemental indenture, “Event of Default” with respect to Securities of any series wherever used
herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(a) default for more than
30 days in the payment of interest, premium or principal in respect of the Securities; or


 


(b) the failure to perform
or observe any other obligations under the Securities which failure continues for the period of 60 days next following service
on the Issuer of notice requiring the same to be remedied; or


 


(c) the entry by a court
having jurisdiction in the premises of:


 


(i) a decree or order for
relief in respect of the Issuer in an involuntary case or proceeding under any applicable U.S. federal, state or non-U.S. bankruptcy,
insolvency, reorganization or other similar law; or



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(ii) a decree or order adjudging
the Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Issuer under any applicable U.S. federal, state or non-U.S. law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer 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 60 consecutive days; or


 


(d) the commencement by
the Issuer of a voluntary case or proceeding under any applicable U.S. federal, state or non-U.S. bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer
to the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable
U.S. federal, state or non-U.S. bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against the Issuer, or the filing by the Issuer of a petition or answer or consent seeking reorganization
or relief under any applicable U.S. federal, state or non-U.S. law, or the consent by the Issuer to the filing of such petition
or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer or of any substantial part of its property, or the making by the Issuer of an assignment for the
benefit of creditors, or the admission by the Issuer in writing of its inability to pay its debts generally as they become due,
or the taking of corporate action by the Issuer expressly in furtherance of any such action; or


 


(e) any other Event of
Default provided in the supplemental indenture or resolution of the Board under which such series of Securities is issued or in
the form of Security for such series.


 


Unless otherwise set forth in any applicable
supplemental indenture, if an Event of Default described in clauses 4.01(a), 4.01(b), or 4.01(e) above (if the Event of Default
under clauses 4.01(b) or 4.01(e) is with respect to less than all series of Securities then Outstanding) occurs and is continuing,
then, and in each and every such case, except for any series the principal of which shall have already become due and payable,
either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of all series affected thereby
then Outstanding hereunder (treated as one class) by notice in writing to the Issuer (and to the Trustee if given by Securityholders),
may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series) of all Securities of such affected series and
the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately
due and payable. Unless otherwise set forth in any applicable supplemental indenture, if an Event of Default described in clauses
4.01(b) or 4.01(e) (if the Event of Default under clauses 4.01(b) or 4.01(e) is with respect to all



    	17



    	



    

series of Securities at the time Outstanding)
occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become
due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of all the then Outstanding
Securities hereunder (treated as one class) for which any applicable supplemental indenture does not prevent acceleration under
the relevant circumstances, by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified
in the terms thereof) of all the Securities then Outstanding and interest accrued thereon, if any, to be due and payable immediately,
and upon any such declaration the same shall become immediately due and payable. Unless otherwise set forth in any applicable supplemental
indenture, if an Event of Default described in clauses 4.01(c) or 4.01(d) occurs, then the principal and accrued and unpaid interest,
and premium of any, with respect to any Securities then Outstanding shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.


 


The foregoing provisions, however, are subject
to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion
of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall
have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient
to pay all matured installments of interest upon all the Securities of such series (or of all the Securities, as the case may be)
and the principal of any and all Securities of such series (or of all the Securities, as the case may be) which shall have become
due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such series (or at the respective rates of interest
or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall
be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default
under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein, then and in every such case the holders of a majority in aggregate
principal amount of all the Securities of each such series (or of all the Securities, as the case may be) then Outstanding (in
each case treated as one class), by written notice to the Issuer and to the Trustee, may waive all defaults with respect to each
such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.


 


For all purposes under this Indenture, if
a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant
to the provisions hereof, then, from and after such declaration, unless



    	18



    	



    

such declaration has been rescinded and annulled,
the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion
of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal
thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.


 


SECTION 4.02. Collection of
Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series when such interest shall have become due and
payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of
all or any part of the principal of any of the Securities of any series when the same shall have become due and payable,
whether upon maturity of the Securities of such series or upon any redemption or by declaration or otherwise, then upon
demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the
whole amount that then shall have become due and payable on all Securities of such series for principal or interest, as the
case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any
expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of
its negligence or bad faith.


 


Until such demand is made by the Trustee,
the Issuer may pay the principal of and interest on the Securities of any series to the registered holders, whether or not the
principal of and interest on the Securities of such series be overdue.


 


In case the Issuer shall fail forthwith to
pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered
to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer
or other obligor upon such Securities and collect in the manner provided by law out of the property of the Issuer or other obligor
upon such Securities, wherever situated, the moneys adjudged or decreed to be payable.


 


In case there shall be pending proceedings
relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable
federal, state or non-U.S. bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy
or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer
or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to



    	19



    	



    

the creditors or property of the Issuer or
such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions
of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:


 


(a) to file and prove a
claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of
the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective
agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial
proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer
or such other obligor,


 


(b) unless prohibited by
applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or
a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing
similar functions in comparable proceedings, and


 


(c) to collect and receive
any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to
the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other
similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the
Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except
as a result of negligence or bad faith.


 


Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan or reorganization,
arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.


 


All rights of action and of asserting claims
under this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities
or the production thereof on any trial or other proceedings relative thereto, and



    	20



    	



    

any such action or proceedings instituted
by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment
of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken.


 


In any proceedings brought by the Trustee
(and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party)
the Trustee shall be held to represent all the holders of the Securities in respect to which such action was taken, and it shall
not be necessary to make any holders of such Securities parties to any such proceedings.


 


SECTION 4.03. Application of
Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the
following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of
principal or interest, upon presentation of the several Securities in respect of which monies have been collected and
stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in
exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid:


 


FIRST: To the payment of costs
and expenses applicable to such series in respect of which monies have been collected, including reasonable compensation to the
Trustee and each predecessor Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and
all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith;


 


SECOND: In case the principal
of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable,
to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such
interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest
at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in
such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;


 


THIRD: In case the principal of
the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable,
to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with
interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments
of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid
upon the Securities of such series,



    	21



    	



    

then to the payment of such principal
and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest
or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Security
of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest
or Yield to Maturity; and


 


FOURTH: To the payment of the
remainder, if any, to the Issuer or as a court of competent jurisdiction shall direct in writing.


 


SECTION 4.04. Suits for
Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem necessary to protect and enforce any of such rights, either at law or in equity or in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by
this Indenture or by law.


 


SECTION 4.05. Restoration of
Rights on Abandonment of Proceeding. In case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the
Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and
rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as
though no such proceedings had been taken.


 


SECTION 4.06. Limitations on
Suits by Securityholder. No holder of any Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or
under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other
similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25%
in aggregate principal amount of the Securities of each affected series then Outstanding (treated as a single class) shall
have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and
shall have offered to the Trustee such indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been
given to the Trustee pursuant to Section 4.09; it being understood and intended, and being expressly covenanted by the taker
and Holder of every Security with every other taker and Holder and the Trustee, that no one or more Holders of Securities of
any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other such Holder of Securities, or to obtain or seek to obtain priority over or
preference



    	22



    	



    

to any other such Holder or to enforce
any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders
of Securities of the applicable series. For the protection and enforcement of the provisions of this Section, each and every Securityholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


SECTION 4.07. Unconditional
Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security to receive payment of the principal of and interest on
such Security on or after the respective due dates expressed in such Security, or to institute suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 


SECTION 4.08. Powers and
Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 4.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Securityholders 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.


 


No delay or omission of the Trustee or of
any Securityholder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and,
subject to Section 4.06, every power and remedy given by this Indenture or by law to the Trustee or to the Securityholders may
be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.


 


SECTION 4.09. Control by
Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with
all such series voting as a single class) at the time Outstanding 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 by this Indenture; provided that such direction shall not be otherwise
than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of
Section 5.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine that
the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the
executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action
or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine
that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that
(subject to Section 5.01) the



    	23



    	



    

Trustee shall have no duty to ascertain whether
or not such actions or forebearances are unduly prejudicial to such Holders.


 


Nothing in this Indenture shall impair the
right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such
direction or directions by Securityholders.


 


SECTION 4.10. Waiver of Past Defaults. Prior to the acceleration of the maturity of any Securities as provided in Section 4.01, the Holders of a majority in aggregate
principal amount of the Securities of all series at the time Outstanding with respect to which an Event of Default shall have occurred
and be continuing (voting as a single class) may on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 4.01 and its consequences, except a default in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the
Issuer, the Trustee and the Holders of all such Securities shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


Upon any such waiver, such default shall
cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed
to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.


 


SECTION 4.11. Trustee to Give Notice of
Default, But May Withhold in Certain Circumstances. The Trustee shall give to the Securityholders of any series, as the names
and addresses of such Holders appear on the registry books, notice by mail of all defaults known to the Trustee which have occurred
with respect to such series, such notice to be transmitted within 90 days after the occurrence thereof, unless such defaults shall
have been cured before the giving of such notice (the term “default” or “defaults” for the purposes of
this section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become,
an Event of Default); provided that, except in the case of default in the payment of the principal of or interest on any of the
Securities of such series, or in the payment of any sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee,
or a trust committee of directors or trustees and/or Responsible Officers of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Securityholders of such series.


 


SECTION 4.12. Right of Court to Require
Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and



    	24



    	



    

that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but the provisions of this section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding
in the aggregate more than 10% in aggregate principal amount of the Securities of such series, or, in the case of any suit relating
to or arising under clauses 4.01(b) or 4.01(e) (if the suit relates to Securities of more than one but less than all series), 10%
in aggregate principal amount of Securities Outstanding affected thereby, or in the case of any suit relating to or arising under
clauses 4.01(b) or 4.01(e) (if the suit relates to all the Securities then Outstanding), 4.01(c) or 4.01(d), 10% in aggregate principal
amount of all Securities Outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in such Security.


 


ARTICLE
5


 




Concerning the Trustee


 


SECTION 5.01. Duties and Responsibilities
of the Trustee; During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder,
the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities
of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.


 


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


 


(a) prior to the occurrence of an
Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with
respect to such series which may have occurred:


 


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



    	25



    	



    

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


 


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


 


(c) the Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders pursuant
to Section 4.09 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.


 


None of the provisions contained in this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance
of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that
the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.


 


The provisions of this Section 5.01 are in
furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act of 1939.


 


SECTION 5.02. Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 5.01:


 


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


 


(b) any request, direction, order
or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence
in respect thereof be herein specifically prescribed); and any resolution of the Board may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Issuer;


 


(c) the Trustee may consult with
counsel of its selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in



    	26



    	



    

respect of any action taken, suffered
or omitted to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;


 


(d) the Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of
the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby;


 


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


 


(f) prior to the occurrence of an
Event of Default hereunder and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested
in writing so to do by the holders of not less than a majority in aggregate principal amount of the Securities of all series affected
then outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee
by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such
expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the
Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer upon demand;


 


(g) 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 not regularly
in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder;


 


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


 


(i) the Trustee shall not be deemed
to have notice of any Event of Default or an event which, with notice or lapse of time or both, would constitute an 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



    	27



    	



    

received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this Indenture;


 


(j) the rights, privileges, protections,
immunities and benefits given to the Trustee, including 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 other Person employed to act hereunder;


 


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


 


(l) 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.


 


SECTION 5.03. Trustee Not Responsible
for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes
no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities
or of the proceeds thereof.


 


SECTION 5.04. Trustee and Agents May Hold
Securities; Collections, etc. Subject to Section 311 of the Trust Indenture Act of 1939, the Trustee or any agent of the Issuer
or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not the Trustee or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain
collections from the Issuer with the same rights it would have if it were not the Trustee or such agent.


 


SECTION 5.05. Moneys Held by Trustee. Subject to the provisions of Section 9.04 hereof, all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to
the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under
any liability for interest on any moneys received by it hereunder.


 


SECTION 5.06. Compensation and Indemnification
of Trustee and its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall
be entitled to, compensation as the Issuer and the Trustee shall from time to time agree in writing (which shall not be limited
by any provision of law in regard



    	28



    	



    

to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all
expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not
regularly in its employ) except to the extent any such expense, disbursement or advance is caused by its own negligence, willful
misconduct or bad faith. The Issuer also covenants to indemnify the Trustee and each predecessor Trustee and their agents for,
and to hold it harmless against, any loss, liability or expense arising out of or in connection with the acceptance or administration
of this Indenture or the trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending
itself against or investigating any claim of liability in the premises, except to the extent such loss liability or expense is
caused by the negligence, willful misconduct or bad faith of the Trustee, its agents or employees or such predecessor Trustee.
The obligations of the Issuer under this section to compensate and indemnify the Trustee and each predecessor Trustee and to pay
or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim
to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the holders of particular Securities, and the Securities are hereby subordinated to such senior claim.


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 4.01(c) or Section 4.01(d), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration
under any applicable federal, state or non-U.S. bankruptcy, insolvency or other similar law.


 


SECTION 5.07. Right of Trustee to
Rely on Officers’ Certificate, etc. Subject to Sections 5.01 and 5.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved
and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.


 


SECTION 5.08. Persons Eligible for Appointment
as Trustee. The Trustee for each series of Securities hereunder shall at all times be a corporation organized and doing business
under the laws of the United States of America or the District of Columbia having a combined capital and surplus of at least $25,000,000,
and which is eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act of 1939. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of a federal, state or District of Columbia



    	29



    	



    

supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.


 


SECTION 5.09. Resignation and Removal;
Appointment of Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with
respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and by mailing notice
thereof by first class mail to Holders of the applicable series of Securities at their last addresses as they shall appear on the
Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees
with respect to the applicable series by written instrument in duplicate, executed by authority of the Board, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee
shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning trustee at the Issuer’s expense may petition any court of competent jurisdiction for
the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the
applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any,
as it may deem proper and prescribe, appoint a successor trustee.


 


(b) In case at any time any of the
following shall occur:


 


(i) the Trustee shall fail to comply
with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series
for at least six months; or


 


(ii) the Trustee shall cease to
be eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after
written request therefor by the Issuer or by any Securityholder; or


 


(iii) the Trustee shall become incapable
of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator 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, the Issuer may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate,
executed by order of the Board of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee, or,



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subject to Section 315(e) of the Trust Indenture Act of 1939,
any Securityholder who has been a bona fide Holder of a Security or Securities 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 removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


(c) The Holders of a majority in
aggregate principal amount of the Securities of each series at the time outstanding may at any time remove the Trustee with respect
to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 6.01 of the action
in that regard taken by the Securityholders.


 


(d) Any resignation or removal of
the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of
the provisions of this Section 5.09 shall become effective upon acceptance of appointment by the successor trustee as provided
in Section 5.10.


 


SECTION 5.10. Acceptance of Appointment
by Successor Trustee. Any successor trustee appointed as provided in Section 5.09 shall execute and deliver to the Issuer and
to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series
of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless,
on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing
to act shall, subject to Section 9.04, pay over to the successor trustee all moneys at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon
request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 5.06.


 


If a successor trustee is appointed with
respect to the Securities of one or more (but not all) series, the Issuer, the predecessor Trustee and each successor trustee with
respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain
such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested
in the predecessor Trustee, and 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



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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 under separate indentures.


 


Upon acceptance of appointment by any successor
trustee as provided in this Section 5.10, the Issuer shall mail notice thereof by first-class mail to the Holders of Securities
of any series for which such successor trustee is acting as trustee at their last addresses as they shall appear in the Security
register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by
the preceding sentence may be combined with the notice called for by Section 5.09. If the Issuer fails to mail such notice within
ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Issuer.


 


SECTION 5.11. Merger, Conversion, Consolidation
or Succession to Business of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided that such corporation shall be eligible under the provisions of Section 5.08, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


In case at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and
deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of
the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities
of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or consolidation.


 


ARTICLE 6


 


Concerning the Securityholders


 


SECTION 6.01. Evidence of Action Taken
by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders
in person or by agent duly appointed in writing; and, except as herein



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otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or
of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 5.01 and
5.02) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.


 


SECTION 6.02. Proof of Execution of Instruments
and of Holding of Securities; Record Date. Subject to Sections 5.01 and 5.02, the execution of any instrument by a Securityholder
or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of Securities shall be proved by the Security register or
by a certificate of the registrar thereof. The Issuer may set a record date for purposes of determining the identity of holders
of Securities of any series entitled to vote or consent to any action referred to in Section 6.01, which record date may be set
at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or reconsideration)
not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding
any other provisions hereof, only holders of Securities of such series of record on such record date shall be entitled to so vote
or give such consent or revoke such vote or consent.


 


SECTION 6.03. Holders to be Treated as
Owners. The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the person in whose name any
Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for
all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.


 


SECTION 6.04. Securities Owned by Issuer
Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities
of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the
Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the
Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying
on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and



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that the pledgee is not the Issuer or any
other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any,
known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 5.01
and 5.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.


 


SECTION 6.05. Right of Revocation of Action
Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 6.01, of the taking of any
action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the
evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing
written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution
therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any
such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer,
the Trustee and the Holders of all the Securities affected by such action.


 


ARTICLE 7


 


Supplemental Indentures


 


SECTION 7.01. Supplemental Indentures
Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board (which resolutions may provide
general authorization for such action and may provide that the specific terms of such action may be determined by officers of the
Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental
hereto for one or more of the following purposes:


 


(a) to convey, transfer, assign,
mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;


 


(b) to evidence the succession of
another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants,
agreements and obligations of the Issuer pursuant to Article 8;



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(c) to add to the covenants of the
Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the
protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may
be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an
Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the
Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;


 


(d) to cure any ambiguity or to
correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with
any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or
questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which
shall not adversely affect the interests of the Holders of the Securities in any material respect;


 


(e) to establish the form or terms
of Securities of any series as permitted by Sections 2.01 and 2.03; and


 


(f) 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 5.10.


 


The Trustee is hereby authorized to join
with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations
which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture authorized by
the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 7.02.


 


SECTION 7.02. Supplemental Indentures
With Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority
in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting
as one class),



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the Issuer, when authorized by a resolution
of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such
action may be determined by officers of the Issuer authorized thereby), and the Trustee may, from time to time and at any time,
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 any supplemental indenture or of modifying in any manner the rights
of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall (a) (i) extend the final
maturity of any Security, (ii) reduce the principal amount thereof, (iii) reduce the rate or extend the time of payment of interest
thereon, (iv) reduce any amount payable on redemption thereof, (v) make the principal thereof (including any amount in respect
of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Securities or
in accordance with the terms thereof, (vi) modify or amend any provisions for converting any currency into any other currency as
provided in the Securities or in accordance with the terms thereof, (vii) reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.01 or the amount
thereof provable in bankruptcy pursuant to Section 4.02, (viii) modify or amend any provisions relating to the conversion or exchange
of the Securities for securities of the Issuer or of other entities or other property (or the cash value thereof), including the
determination of the amount of securities or other property (or cash) into which the Securities shall be converted or exchanged,
other than as provided in the antidilution provisions or other similar adjustment provisions of the Securities or otherwise in
accordance with the terms thereof, (ix) alter the provisions of Section 10.12 or Section 10.14 or impair or affect the right of
any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at
the option of the Securityholder, in each case without the consent of the Holder of each Security so affected, or (b) reduce the
aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture,
without the consent of the Holders of each Security so affected.


 


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 holders of Securities of such series, with respect to such
covenant or provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other
series.


 


Upon the request of the Issuer, accompanied
by a copy of a resolution of the Board (which resolutions may provide general authorization for such action and may provide that
the specific terms of such action may be determined by officers of the Issuer authorized thereby) certified by the secretary or
an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee
shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which



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case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.


 


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


 


Promptly after the execution by the Issuer
and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice thereof
by (a) first class mail to the Holders of Securities of each series affected thereby at their addresses as they shall appear on
the registry books of the Issuer or (b) by any other means set forth in such supplemental indenture, setting forth in general terms
the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental indenture.


 


SECTION 7.03. Effect of Supplemental Indenture.
Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to
be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.


 


SECTION 7.04. Documents to Be Given to
Trustee. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article
or the modification thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which adversely affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


SECTION 7.05. Notation on Securities in
Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to
any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee
shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board, to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then Outstanding.



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ARTICLE 8


 


Consolidation, Merger,
Sale or Conveyance


 


SECTION 8.01. Issuer May Consolidate,
etc., on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other Person or sell or convey
all or substantially all of its assets to any Person, unless (i) either the Issuer shall be the continuing legal entity, or the
successor legal entity or the Person which acquires by sale or conveyance substantially all the assets of the Issuer (if other
than the Issuer) shall expressly assume the due and punctual payment of the principal of and interest on all the Securities, according
to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to
be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee
by such successor legal entity, and (ii) the Issuer or such successor legal entity, as the case may be, shall not, immediately
after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.


 


SECTION 8.02. Successor Substituted. In
case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor legal entity, all
in the manner described in Section 8.01, such successor legal entity shall succeed to and be substituted for the Issuer, with the
same effect as if it had been named herein. Such successor legal entity may cause to be signed, and may issue either in its own
name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor legal entity instead of
the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate
and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee
for authentication, and any Securities which such successor legal entity thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such
Securities had been issued at the date of the execution hereof.


 


In case of any such consolidation, merger,
sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Securities thereafter to
be issued as may be appropriate.


 


In the event of any such sale or conveyance
(other than a conveyance by way of lease) the Issuer or any successor legal entity which shall theretofore have become such in
the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities
and may be liquidated and dissolved.


 


SECTION 8.03. Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel, prepared in accordance
with Section 10.06, as conclusive evidence that any such consolidation,



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merger, sale, lease or conveyance, and any
such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.


 


ARTICLE 9


 


Satisfaction and Discharge
of Indenture; Unclaimed Moneys


 


SECTION 9.01. Satisfaction and Discharge
of Indenture. (a) If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the
Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii)
the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than
any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09) or (iii) (A) all the securities of such series not theretofore delivered to the Trustee for cancellation shall
have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer shall
have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys
repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) in the case of any series of Securities
the payments on which may only be made in United States dollars, direct obligations of the United States of America, backed by
its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest at such times
and in such amounts as will insure the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption
all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including
principal and interest due or to become due on or prior to such date of maturity as the case may be, and if, in any such case,
the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such
series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights
of registration of transfer and exchange of securities of such series, and the Issuer’s right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments
of principal thereof and interest thereon upon the original stated due date therefor (but not upon acceleration), and remaining
rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee
hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them), and the Trustee, on demand of the Issuer accompanied by an Officers’ Certificate
and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction
of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive
amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-



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applicable mandatory rules or policies of
any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered
by the Trustee in connection with this Indenture or the Securities of such series.


 


(b) The following provisions shall
apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers’ Certificate
or indenture supplemental hereto provided pursuant to Section 2.03. In addition to discharge of the Indenture pursuant to the next
preceding paragraph, in the case of any series of Securities the exact amounts (including the currency of payment) of principal
of and interest due on which can be determined at the time of making the deposit referred to in clause 9.01(b)(i) below, the Issuer
shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series on the 91st day after
the date of the deposit referred to in clause 9.01(b)(i) below, and the provisions of this Indenture with respect to the Securities
of such series thereto shall no longer be in effect (except as to (1) rights of registration of transfer and exchange of Securities
of such series and the Issuer’s right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed,
lost or stolen Securities, (3) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon
the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders
of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all
or any of them and (6) the obligations of the Issuer under Section 3.02) and the Trustee, at the expense of the Issuer, shall at
the Issuer’s request, execute proper instruments acknowledging the same, if


 


(i) with reference to this provision
the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (A) cash in an amount,
or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations,
maturing as to principal and interest at such times and in such amounts as will insure the availability of cash 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 (1) the principal and interest on all Securities of such series and coupons appertaining
thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the dates
on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series;



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


 


(iii) the Issuer has delivered to
the Trustee an Opinion of Counsel based on the fact that (x) the Issuer has received from, or there has been published by, the
Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable federal income tax law,
in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series and coupons
appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred; and


 


(iv) the Issuer has delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating
to the defeasance contemplated by this provision have been complied with.


 


(c) The Issuer shall be released
from its obligations under Section 9.01 with respect to the Securities of any series Outstanding, on and after the date the conditions
set forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of any series, the Issuer may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in such Sections, whether directly or indirectly by reason of any reference
elsewhere herein to such Sections or by reason of any reference in such Sections to any other provision herein or in any other
document and such omission to comply shall not constitute an Event of Default under Section 4.01, but the remainder of this Indenture
and such Securities and coupons shall be unaffected thereby. The following shall be the conditions to application of this subsection
(c) of this Section 9.01:


 


(i) The Issuer has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of such series, (A) cash in an amount,
or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing
as to principal and interest at such times and in such amounts as will insure the availability of cash 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 (1) the principal and interest on all Securities of such series and coupons appertaining
thereto and (2) any



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mandatory sinking fund payments
on the day on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such
series.


 


(ii) 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 shall have occurred
and be continuing on the date of such deposit or, insofar as subsections 4.01(c) and 4.01(d) are concerned, at any time during
the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).


 


(iii) Such covenant defeasance shall
not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act of 1939 with respect to any securities
of the Issuer.


 


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


 


(v) Such covenant defeasance shall
not cause any Securities then listed on any registered national securities exchange under the Securities Exchange Act of 1934,
as amended, to be delisted.


 


(vi) The Issuer shall have delivered
to the Trustee an Officers’ Certificate and Opinion of Counsel to the effect that the Holders of the Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.


 


(vii) The Issuer shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for
relating to the covenant defeasance contemplated by this provision have been complied with.


 


SECTION 9.02. Application by Trustee of
Funds Deposited for Payment of Securities. Subject to Section 9.04 and any subordination provisions applicable to the Securities,
all moneys deposited with the Trustee pursuant to Section 9.01 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities
of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to
become due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required
by law.


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SECTION 9.03. Repayment of Moneys Held
by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series,
all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.


 


SECTION 9.04. Return of Moneys Held by
Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for
the payment of the principal of or interest on any Security of any series and not applied but remaining unclaimed for two years
after the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the
Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid
to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Security of such series shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such moneys shall thereupon cease.


 


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


 


ARTICLE 10


 


Miscellaneous Provisions


 


SECTION 10.01. Incorporators, Stockholders,
Members, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant
or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder, member, officer or director, as such, of the Issuer
or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision
or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of
the Securities.


 


SECTION 10.02. Provisions of Indenture
for the Sole Benefit of Parties and Securityholders. Nothing in this Indenture or in the Securities, expressed or implied,
shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the
Holders of the Securities, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision
herein



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contained,
all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of
the Securities.


 


SECTION 10.03. Successors and Assigns
of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or in
behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.


 


SECTION 10.04. Notices and Demands on
Issuer, Trustee and Securityholders. Any notice or demand which by any provision of this Indenture is required or permitted
to be given or served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer
is filed by the Issuer with the Trustee) to GasLog Ltd. at the following address:


 


GasLog Ltd.

c/o GasLog Monaco S.A.M.

Gildo Pastor Center

7 Rue du Gabian

MC 98000, Monaco


 


with copies to:


 


Cravath Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

Attention: William P. Rogers, Jr., Esq.

Facsimile: (212) 474-3700


 


Any notice, direction, request or demand
by the Issuer or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes,
if delivered in person or mailed by first-class mail to the Trustee at [            ].


 


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



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In case, by reason of the suspension of or
irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer and Securityholders when such notice
is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory
to the Trustee shall be deemed to be a sufficient giving of such notice.


 


Notwithstanding anything to the contrary,
the Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf,
facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written
instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions
to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized
representative of the party providing such instructions or directions. If the party elects to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions,
the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding
such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions
agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse
by third parties.


 


SECTION 10.05. Communication by Securityholders
with Other Securityholders. Securityholders may communicate pursuant to Section 312(b) of the Trust Indenture Act of 1939 with
other Securityholders with respect to their rights under this Indenture or the Securities. The Issuer, the Trustee, any registrar
and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act of 1939.


 


SECTION 10.06. Officers’ Certificates
and Opinions of Counsel; Statements to be Contained Therein. Upon any application or demand by the Issuer to the Trustee to
take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and
an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with.


 


Each certificate or opinion provided for
in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture
shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or investigation
as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied
with



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


 


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


 


Any certificate, statement or opinion of
an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion
of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate,
statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are
erroneous.


 


Any certificate or opinion of any independent
firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.


 


SECTION 10.07. Payments Due on Saturdays,
Sundays and Holidays. If the date of maturity of interest on or principal of the Securities of any series or the date fixed
for redemption or repayment of any such Security shall not be a Business Day, then payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.


 


SECTION 10.08. Conflict of any Provision
of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture
Act of 1939 (an “incorporated provision”), such incorporated provision shall control.


 


SECTION 10.09. New York Law to
Govern. This Indenture and each Security shall be governed by, and construed in accordance with, the laws of the State
of New York, except as may otherwise be required by mandatory provisions of law.



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SECTION 10.10. Counterparts. This
Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.


 


SECTION 10.11. Effect of Headings. The
Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


SECTION 10.12. Securities in a
Non-U.S. Currency. Unless otherwise specified in an Officers’ Certificate delivered pursuant to Section 2.03 of
this Indenture with respect to a particular series of Securities, whenever for purposes of this Indenture any action may be
taken by the Holders of a specified percentage in aggregate principal amount of Securities of all series or all series
affected by a particular action at the time Outstanding and, at such time, there are Outstanding Securities of any series
which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such series which
shall be deemed to be Outstanding for the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate. For purposes of this Section 10.12, Market Exchange Rate shall mean the
noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New
York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in
its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the
currency in question, or such other quotations as the Trustee shall deem appropriate. The provisions of this paragraph shall
apply in determining the equivalent principal amount in respect of Securities of a series denominated in a currency other
than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.


 


All decisions and determinations of the Trustee
regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Issuer and all Holders.


 


SECTION 10.13. Submission to Jurisdiction. The Issuer agrees that any legal suit, action or proceeding arising out of or based upon this Indenture may be instituted in
any federal or state court sitting in New York City, and, to the fullest extent permitted by law, waives any objection which it
may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the jurisdiction of such court
in any suit, action or proceeding. The Issuer, as long as any of the Securities remain Outstanding or the parties hereto have any
obligation under this Indenture, shall have an authorized agent (the “Authorized Agent”) in the United States
upon whom process may be served in any such legal action or proceeding. Service of process upon such agent and written notice of
such service mailed or delivered to it shall to the extent permitted by law be deemed in every respect effective service of process
upon it in any such legal action or



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proceeding and, if it fails to maintain such
agent, any such process or summons may be served by mailing a copy thereof by registered mail, or a form of mail substantially
equivalent thereto, addressed to it at its address as provided for notices hereunder. The Issuer hereby appoints [            ] as its
agent for such purposes, and covenants and agrees that service of process in any legal action or proceeding may be made upon it
at such office of such agent.


 


SECTION 10.14. Judgment Currency. The
Issuer agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any
series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of
New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable
judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)),
in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount,
if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing,
“New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day
on which banking institutions in The City of New York are authorized or required by law or executive order to close.


 


SECTION 10.15. Waiver of Jury Trial.
EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED
HEREBY.


 


SECTION 10.16. Force Majeure. In no
event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and



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hardware) services; 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.


 


ARTICLE 11


 


Redemption of Securities


 


SECTION 11.01. Applicability Of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity
except as otherwise specified as contemplated by Section 2.03 for Securities of such series.


 


SECTION 11.02. Notice Of Redemption; Partial
Redemptions. Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in part at the option
of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not
more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as
they shall appear upon the registry books. Any notice which is mailed in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.


 


The notice of redemption to each such Holder
shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption,
the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities,
that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued
to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on
the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only the notice
of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date
fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to
the unredeemed portion thereof will be issued.


 


The notice of redemption of Securities of
any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee
in the name and at the expense of the Issuer; provided, however, in the latter case the Issuer shall give the Trustee
at least ten (10) days advance notice of the date upon which the notice is to be given (unless a shorter notice period shall be
agreed to by the Trustee in writing).


 


A notice of redemption may be conditioned
and provide that it is subject to the occurrence of any event described in the notice before the date fixed for the



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redemption.
A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred before the redemption
date or have been waived by the Issuer.


 


On or before the redemption date specified
in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying
agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04)
an amount of money or other property sufficient to redeem on the redemption date all the Securities of such series so called for
redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all
the outstanding Securities of a series are to be redeemed, the Issuer will deliver to the Trustee at least 70 days prior to the
date fixed for redemption an Officers’ Certificate stating the aggregate principal amount of Securities to be redeemed.


 


If less than all the Securities of a series
are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such series to
be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of
such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal
amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating
to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part,
to the portion of the principal amount of such Security which has been or is to be redeemed.


 


SECTION 11.03. Payment of Securities Called
for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified
in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in
the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities
or portions of Securities so called for redemption shall cease to accrue and, except as provided in Sections 5.05 and 9.04, such
Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof
and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified
in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption; provided that any semiannual payment of interest
becoming due on the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant
record date subject to the terms and provisions of Sections 2.03 and 2.04 hereof.



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If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from
the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security)
borne by such Security.


 


Upon presentation of any Security redeemed
in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof,
at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal
to the unredeemed portion of the Security so presented.


 


SECTION 11.04. Exclusion of Certain Securities
from Eligibility for Selection for Redemption.  Securities shall be excluded from eligibility for selection for redemption if
they are identified by registration and certificate number in a written statement signed by an authorized officer of the Issuer
and delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified
in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with
the Issuer.


 


[Signature Page Follows]




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IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed as of ____________, ________.


 


		GASLOG LTD.	 
	 	 	 
	 	by		 
	 	 	 	 
	 	 	Name:	 
	 	 	Title:	 


 





	 	[                       ],	 
	 	as Trustee,	 
	 	 	 
	 	by	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	Title:	 



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