Exhibit 4.5


 


FORM OF SUBORDINATED INDENTURE


 


PERSHING GOLD CORPORATION,


 


ISSUER,


 


AND


 


[                         ],


 


TRUSTEE


 


INDENTURE


 


DATED AS OF [                         ],
201[  ]


 


SUBORDINATED DEBT SECURITIES


 




     


     


    

 


CROSS-REFERENCE TABLE(1)


 


	Section of Trust Indenture Act of 1939, as amended	 	Section of

Indenture
	310(a)(1)	 	7.09
	310(a)(2)	 	7.09
	310(a)(3)	 	Inapplicable
	310(a)(4)	 	Inapplicable
	310(b)	 	7.08
	 	 	7.10
	310(c)	 	Inapplicable
	311(a)	 	7.13
	311(b)	 	7.13
	311(c)	 	Inapplicable
	312(a)	 	5.01
	 	 	5.02(a)
	312(b)	 	5.02(c)
	312(c)	 	5.02(c)
	313(a)	 	5.04(a)
	313(b)	 	5.04(b)
	313(c)	 	5.04(a)
	 	 	5.04(b)
	 	 	5.04(c)
	313(d)	 	5.04(b)
	 	 	5.04(c)
	314(a)	 	5.03
	 	 	13.05(c)
	314(b)	 	Inapplicable
	314(c)	 	13.05
	314(d)	 	Inapplicable
	314(e)	 	13.05
	314(f)	 	Inapplicable
	315(a)(1)	 	7.01(b)
	315(a)(2)	 	7.02
	315(b)	 	5.04(d)
	315(c)	 	7.01
	315(d)	 	7.01
	 	 	7.02
	315(e)	 	6.07
	316(a)	 	6.06
	 	 	8.04
	316(b)	 	6.04
	316(c)	 	8.01
	317(a)	 	6.02
	317(b)	 	4.03
	318(a)	 	13.07


 





 






		(1)	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.



 




     


     


    

 


TABLE OF CONTENTS(2)


 


	 	Page
	ARTICLE I DEFINITIONS	1
	SECTION 1.01 Definitions of Terms	1
	ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	4
	SECTION 2.01 Designation and Terms of Securities	4
	SECTION 2.02 Form of Securities and Trustee’s Certificate	5
	SECTION 2.03 Denominations; Provisions for Payment	5
	SECTION 2.04 Execution and Authentications	7
	SECTION 2.05 Registration of Transfer and Exchange	7
	SECTION 2.06 Temporary Securities	8
	SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities	8
	SECTION 2.08 Cancellation	9
	SECTION 2.09 Benefits of Indenture	9
	SECTION 2.10 Authenticating Agent	9
	SECTION 2.11 Global Securities	9
	ARTICLE III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	10
	SECTION 3.01 Redemption	10
	SECTION 3.02 Notice of Redemption	10
	SECTION 3.03 Payment Upon Redemption	11
	SECTION 3.04 Sinking Fund	11
	SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities	12
	SECTION 3.06 Redemption of Securities for Sinking Fund	12
	ARTICLE IV COVENANTS	12
	SECTION 4.01 Payment of Principal, Premium and Interest	12
	SECTION 4.02 Maintenance of Office or Agency	12
	SECTION 4.03 Paying Agents	13
	SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee	13
	ARTICLE V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	13
	SECTION 5.01 Company to Furnish Trustee Names and Addresses of Securityholders	13
	SECTION 5.02 Preservation Of Information; Communications With Securityholders	14
	SECTION 5.03 Reports by the Company	14
	SECTION 5.04 Reports by the Trustee	14
	ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	15
	SECTION 6.01 Events of Default	15
	SECTION 6.02 Suits for Enforcement by Trustee	16
	SECTION 6.03 Application of Moneys Collected	17
	SECTION 6.04 Limitation on Suits	17
	SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver	18
	SECTION 6.06 Control by Securityholders	18
	SECTION 6.07 Undertaking to Pay Costs	18
	ARTICLE VII CONCERNING THE TRUSTEE	19
	SECTION 7.01 Certain Duties and Responsibilities of Trustee	19
	SECTION 7.02 Certain Rights of Trustee	20
	SECTION 7.03 Trustee Not Responsible for Recitals or Issuance or Securities	20
	SECTION 7.04 May Hold Securities	21
	SECTION 7.05 Moneys Held in Trust	21
	SECTION 7.06 Compensation and Reimbursement	21
	SECTION 7.07 Reliance on Officers’ Certificate	21
	SECTION 7.08 Disqualification; Conflicting Interests	22
	SECTION 7.09 Corporate Trustee Required; Eligibility	22
	SECTION 7.10 Resignation and Removal; Appointment of Successor	22
	SECTION 7.11 Acceptance of Appointment By Successor	23
	SECTION 7.12 Merger, Conversion, Consolidation or Succession to Business	24


 




     


     


    

 


	SECTION 7.13 Preferential Collection of Claims Against the Company	24
	ARTICLE VIII CONCERNING THE SECURITYHOLDERS	24
	SECTION 8.01 Evidence of Action by Securityholders	24
	SECTION 8.02 Proof of Execution by Securityholders	25
	SECTION 8.03 Who May be Deemed Owners	25
	SECTION 8.04 Certain Securities Owned by Company Disregarded	25
	SECTION 8.05 Actions Binding on Future Securityholders	25
	ARTICLE IX SUPPLEMENTAL INDENTURES	26
	SECTION 9.01 Supplemental Indentures Without the Consent of Securityholders	26
	SECTION 9.02 Supplemental Indentures With Consent of Securityholders	26
	SECTION 9.03 Effect of Supplemental Indentures	27
	SECTION 9.04 Securities Affected by Supplemental Indentures	27
	SECTION 9.05 Execution of Supplemental Indentures	27
	ARTICLE X SUCCESSOR ENTITY	28
	SECTION 10.01 Company May Consolidate, Etc	28
	SECTION 10.02 Successor Entity Substituted	28
	SECTION 10.03 Evidence of Consolidation, Etc. to Trustee	28
	ARTICLE XI SATISFACTION AND DISCHARGE	29
	SECTION 11.01 Satisfaction and Discharge of Indenture	29
	SECTION 11.02 Discharge of Obligations	29
	SECTION 11.03 Deposited Moneys to be Held in Trust	29
	SECTION 11.04 Payment of Moneys Held by Paying Agents	29
	SECTION 11.05 Repayment to Company	29
	ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	30
	SECTION 12.01 No Recourse	30
	ARTICLE XIII MISCELLANEOUS PROVISIONS	30
	SECTION 13.01 Effect on Successors and Assigns	30
	SECTION 13.02 Actions by Successor	30
	SECTION 13.03 Notices	30
	SECTION 13.04 Governing Law	30
	SECTION 13.05 Compliance Certificates and Opinions	30
	SECTION 13.06 Payments on Business Days	31
	SECTION 13.07 Conflict with Trust Indenture Act	31
	SECTION 13.08 Counterparts	31
	SECTION 13.09 Separability	31
	SECTION 13.10 Assignment	31
	ARTICLE XIV SUBORDINATION OF SECURITIES	32
	SECTION 14.01 Subordination Terms	32


 





 






		(2)	This Table of Contents does not constitute part of the
Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.



 




     


     


    

 


INDENTURE, dated as of [      ], 201[   ], between
Pershing Gold Corporation, a Nevada corporation (the “Company”), and [      ], as trustee (the “Trustee”):


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured subordinated
debt securities (hereinafter referred to as the “Securities”) in an unlimited aggregate principal amount to be issued
from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated
by the certificate of the Trustee;


 


WHEREAS, to provide the terms and conditions
upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution of this
Indenture; and


 


WHEREAS, all things necessary to make this Indenture
a valid agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, in consideration of the premises
and the purchase of the Securities by the holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable
benefit of the holders of Securities:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.01 Definitions of Terms.


 


The terms defined in this Section (except as
in this Indenture otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall include the plural
as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended,
or that are by reference in such Act defined in the Securities Act of 1933, as amended (except as herein otherwise expressly provided
or unless the context otherwise 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 the execution of this instrument.


 


“Authenticating Agent” means an
authenticating agent with respect to all or any of the series of Securities appointed with respect to all or any series of the
Securities by the Trustee pursuant to Section 2.10.


 


“Bankruptcy Law” means Title 11,
U.S. Code, or any similar federal or state law for the relief of debtors.


 


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


 


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


 


“Business Day” means, with respect
to any series of Securities, any day other than a day on which Federal or State banking institutions in the United States (or in
any city in which the paying agent appointed pursuant to Section 4.03 has an office), are authorized or obligated by law,
executive order or regulation to close.


 


“Certificate” means a certificate
signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company.
The Certificate need not comply with the provisions of Section 13.05.


 


“Company” means Pershing Gold Corporation,
a corporation duly organized and existing under the laws of the State of Nevada, and, subject to the provisions of Article Ten,
shall also include its successors and assigns.


 




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“Corporate Trust Office” means the
office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office
at the date hereof is located at [       ], except that whenever a provision herein refers to
an office or agency of the Trustee in the United States, such office is located, at the date hereof, at [       ].


 


“Custodian” means any receiver,
trustee, assignee, liquidator, or similar official under any Bankruptcy Law.


 


“Default” means any event, act or
condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


“Depositary” means, with respect
to Securities of any series, for which the Company shall determine that such Securities will be issued as a Global Security, The
Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other applicable statute or regulation, which,
in each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11.


 


“Event of Default” means, with respect
to Securities of a particular series any event specified in Section 6.01, continued for the period of time, if any, therein
designated.


 


“Global Security” means, with respect
to any series of Securities, a Security executed by the Company and delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of the Depositary or
its nominee.


 


“Governmental Obligations” means
securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit
is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States
of America that, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect
to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held
by such custodian for the account of the holder of such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the Governmental Obligation or the specific payment of principal of or interest
on the Governmental Obligation evidenced by such depositary receipt.


 


“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.


 


“Indenture” means this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into in accordance with the terms hereof.


 


“Interest Payment Date,” when used
with respect to any installment of interest on a Security of a particular series, means the date specified in such Security or
in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment
of interest with respect to Securities of that series is due and payable.


 


“Officers’ Certificate” means
in the case of the Company, a certificate signed by the Chairman, Vice Chairman, Chief Executive Officer, President, Chief Financial
Officer, Chief Operating Officer, an Executive Vice President or a Senior Vice President and by the Treasurer or an Assistant Treasurer
or the Controller or an Assistant Controller or the Secretary or an Assistant Secretary of the Company that is delivered to the
Trustee in accordance with the terms hereof. Each such certificate shall include the statements provided for in Section 13.05,
if and to the extent required by the provisions thereof.


 




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“Opinion of Counsel” means an opinion
in writing of legal counsel, who may be an employee of or counsel for the Company that is delivered to the Trustee in accordance
with the terms hereof. Each such opinion shall include the statements provided for in Section 13.05, if and to the extent
required by the provisions thereof.


 


“Outstanding,” when used with reference
to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time, all Securities of
that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore
canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previously
been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations
in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided,
however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision satisfactory to the Trustee shall have been made for
giving such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated
and delivered pursuant to the terms of Section 2.07.


 


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


 


“Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost, destroyed
or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


“Responsible Officer” when used
with respect to the Trustee means the President, any Senior Vice President, the Secretary, the Treasurer, any trust officer, any
corporate trust officer or any other officer or assistant officer of the Trustee customarily performing functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.


 


“Securities” means the debt Securities
authenticated and delivered under this Indenture.


 


“Securityholder,” “holder
of Securities,” “registered holder” or other similar term, means the Person or Persons in whose name or names
a particular Security shall be registered on the books of the Company kept for that purpose in accordance with the terms of this
Indenture.


 


“Senior Indebtedness” means indebtedness
issued pursuant to a senior indenture, as supplemented or amended by one or more indentures supplemental thereto, payment of which
shall be senior to the payment of the Securities issued hereunder, pursuant to ARTICLE XIV hereof.


 


“Subsidiary” means, with respect
to any Person, (i) any corporation at least a majority of whose outstanding Voting Stock shall at the time be owned, directly
or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of whose outstanding partnership or similar interests
shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.


 


“Trustee” means [ ], and, subject
to the provisions of Article Seven, shall also include its successors and assigns, and, if at any time there is more than one Person
acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee” as used with
respect to a particular series of the Securities shall mean the trustee with respect to that series.


 


“Trust Indenture Act” means the
Trust Indenture Act of 1939, as amended, subject to the provisions of Sections 9.01, 9.02 and 10.01, as in effect at the date
of execution of this instrument.


 




    	 	3	 



     


    

 


“Voting Stock,” as applied to stock
of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such
Person having ordinary voting power for the election of the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the occurrence of a contingency.


 


ARTICLE II


 


ISSUE, DESCRIPTION, TERMS, EXECUTION,


REGISTRATION AND EXCHANGE OF SECURITIES


 


SECTION 2.01 Designation and Terms of Securities.


 


(a)          The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series up to the aggregate principal amount of Securities of that series from time to time authorized
by or pursuant to a Board Resolution of the Company or pursuant to one or more indentures supplemental hereto. Prior to the initial
issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution of the Company, and set forth
in an Officers’ Certificate, or established in one or more indentures supplemental hereto:


 


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


 


(2)         any
limit upon the aggregate principal amount of the Securities of that 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 that series);


 


(3)         the
date or dates on which the principal of the Securities of the series is payable and the place(s) of payment;


 


(4)         the
rate or rates at which the Securities of the series shall bear interest or the manner of calculation of such rate or rates, if
any;


 


(5)         the
date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable or the manner
of determination of such Interest Payment Dates, the place(s) of payment, and the record date for the determination of holders
to whom interest is payable on any such Interest Payment Dates;


 


(6)         the
right, if any, to extend the interest payment periods and the duration of such extension;


 


(7)         the
period or periods within which, the price or prices at 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 Company;


 


(8)         the
obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions
(including payments made in cash in satisfaction of future sinking fund obligations) or at the option of a holder thereof and the
period or periods within which, the price or prices at which, and the terms and conditions upon which, Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(9)         the
form of the Securities of the series including the form of the certificate of authentication for such series;


 


(10)        if
other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable;


 




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(11)        any
and all other terms with respect to such series (which terms shall not be inconsistent with the terms of this Indenture, as amended
by any supplemental indenture) including any terms which may be required by or advisable under United States laws or regulations
or advisable in connection with the marketing of Securities of that series;


 


(12)        whether
the Securities are issuable as a Global Security and, in such case, the identity of the Depositary for such series;


 


(13)        whether
the Securities will be convertible into shares of common stock or other securities of the Company and, if so, the terms and conditions
upon which such Securities will be so convertible, including the conversion price and the conversion period;


 


(14)        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 6.01;


 


(15)        the
subordination terms of the Securities of the series; and


 


(16)        any
additional or different Events of Default or restrictive covenants provided for with respect to the Securities 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 any such Board Resolution or in any
indentures supplemental hereto.


 


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


 


Securities of any particular series may be issued
at various times, with different dates on which the principal or any installment of principal is payable, with different rates
of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest
may be payable and with different redemption dates.


 


SECTION 2.02 Form of Securities and Trustee’s
Certificate.


 


The Securities of any series and the Trustee’s
certificate of authentication to be borne by such Securities shall be substantially of the tenor and purport as set forth in one
or more indentures supplemental hereto or as provided in a Board Resolution and as set forth in an Officers’ Certificate
and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed
or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as
may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which Securities of that series may be listed, or to conform to usage.


 


SECTION 2.03 Denominations; Provisions for Payment.


 


The Securities shall be issuable as registered
Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(10).
The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series.
The principal of and the interest on the Securities of any series, as well as any premium thereon in case of redemption thereof
prior to maturity, shall be payable in the coin or currency of the United States of America that at the time is legal tender for
public and private debt, at the office or agency of the Company maintained for that purpose in the United States. Each Security
shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed
of twelve 30-day months.


 




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The interest installment on any Security that
is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid
to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the
regular record date for such interest installment. In the event that any Security of a particular series or portion thereof is
called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security
as provided in Section 3.03.


 


Any interest on any Security that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date
by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in
clause (1) or clause (2) below:


 


(1)         The
Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest,
which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record
date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Security
Register (as hereinafter defined), not less than 10 days prior to such special record date. Notice of the proposed payment
of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall
be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such special
record date.


 


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


 


Unless otherwise set forth in a Board Resolution
or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01
hereof, the term “regular record date” as used in this Section with respect to a series of Securities with respect
to any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month in
which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the first day of a month, or the last day of the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day
of a month, whether or not such date is a Business Day.


 


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


 




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SECTION 2.04 Execution and Authentications.


 


The Securities shall be signed on behalf of
the Company by its Chairman, Vice Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer,
or one of its Executive Vice Presidents or Senior Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its
Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries.
The Company may use the facsimile signature of any Person who were at any time proper officers of the Company notwithstanding the
fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to hold
such office. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock
exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee.


 


No Security shall be valid until authenticated
manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company
for the authentication and delivery of such Securities, signed by an authorized officer and its Secretary or any Assistant Secretary,
and the Trustee in accordance with such written order shall authenticate and deliver such Securities.


 


In authenticating such Securities and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms
thereof have been established in conformity with the provisions of this Indenture.


 


The Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.


 


SECTION 2.05 Registration of Transfer and Exchange.


 


(a)          Securities
of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in
the United States, for other Securities of such series of authorized denominations, and for a like aggregate principal amount,
upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section.
In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office
or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange
shall be entitled to receive, bearing numbers not contemporaneously outstanding.


 


(b)          The
Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the United States, or such other
location designated by the Company a register or registers (herein referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities
as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the
purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by a Board Resolution
(the “Security Registrar”).


 


Upon surrender for transfer of any Security
at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and
such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series
as the Security presented for a like aggregate principal amount.


 


All Securities presented or surrendered for
exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security
Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by such holder’s duly authorized attorney in writing.


 




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(c)          No
service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of
partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not
involving any transfer.


 


(d)          The
Company shall not be required (1) to issue, exchange or register the transfer of any Securities during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding
Securities of the same series and ending at the close of business on the day of such mailing, nor (2) to register the transfer
of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05
are, with respect to any Global Security, subject to Section 2.11 hereof.


 


SECTION 2.06 Temporary Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporary Securities (printed, lithographed
or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and
be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive
Securities of such series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered in exchange therefor (without charge to the holders),
at the office or agency of the Company designated for the purpose in the United States, and the Trustee shall authenticate and
such office or agency shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive
Securities of such series, unless the Company advises the Trustee to the effect that definitive Securities need not be executed
and furnished until further notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled
to the same benefits under this Indenture as definitive Securities of such series authenticated and delivered hereunder.


 


SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities.


 


In case any temporary or definitive Security
shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute, and
upon the Company’s request, the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same
series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu
of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall
furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, and,
in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. In case any Security that has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company 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 Security) if the applicant for such payment shall furnish to the Company and the Trustee
such security or indemnity as they may require to save each of them harmless, and, in case of destruction, loss or theft, evidence
to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof.


 


Every replacement Security issued pursuant to
the provisions of this Section shall constitute an additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities
shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) 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.


 




    	 	8	 



     


    

 


SECTION 2.08 Cancellation.


 


All Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall, if surrendered to the Company or any paying agent, 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 required or permitted by any of the provisions of this Indenture. On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company canceled Securities held by the Trustee. In the absence
of such request the Trustee may dispose of canceled Securities in accordance with its standard procedures and deliver a certificate
of disposition to the Company. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered
to the Trustee for cancellation.


 


SECTION 2.09 Benefits of Indenture.


 


Nothing in this Indenture or in the Securities,
express or implied, shall give or be construed to give to any Person, other than the parties hereto and the holders of the Securities
(and, with respect to the provisions of ARTICLE XIV, the holders of Senior Indebtedness), any legal or equitable right, remedy
or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and of the holders of the Securities (and, with respect
to the provisions of ARTICLE XIV, the holders of Senior Indebtedness).


 


SECTION 2.10 Authenticating Agent.


 


So long as any of the Securities of any series
remain Outstanding there may be an Authenticating Agent for any or all such series of Securities which the Trustee shall have the
right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references
in this Indenture to the authentication of Securities by the Trustee shall be deemed to include authentication by an Authenticating
Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined
capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it
is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by Federal or State authorities. If at any time any Authenticating
Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately.


 


Any Authenticating Agent may at any time resign
by giving written notice of resignation to the Trustee, to the Company. The Trustee may at any time (and upon request by the Company
shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent, to
the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an
Authenticating Agent pursuant hereto.


 


SECTION 2.11 Global Securities.


 


(a)          If
the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver,
a Global Security that (1) shall represent, and shall be denominated in an amount equal to the aggregate principal amount
of, all of the Outstanding Securities of such series, (2) shall be registered in the name of the Depositary or its nominee,
(3) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (4) shall
bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 of the Indenture,
this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary
or to a nominee of such successor Depositary.”


 




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(b)          Notwithstanding
the provisions of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner
provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such
series selected or approved by the Company or to a nominee of such successor Depositary.


 


(c)          If
at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11
shall no longer be applicable to the Securities of such series and the Company will execute and, subject to Section 2.05,
the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange
for such Global Security. In addition, the Company may at any time determine that the Securities of any series shall no longer
be represented by a Global Security and that the provisions of this Section 2.11 shall no longer apply to the Securities of
such series. In such event the Company will execute and, subject to Section 2.05, the Trustee, upon receipt of an Officers’
Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive
registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount
of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities
in definitive registered form without coupons, in authorized denominations, the Global Security shall be canceled by the Trustee.
Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.11(c)
shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary
for delivery to the Persons in whose names such Securities are so registered.


 


ARTICLE III


 


REDEMPTION OF SECURITIES AND SINKING FUND
PROVISIONS


 


SECTION 3.01 Redemption.


 


The Company may redeem the Securities of any
series issued hereunder on and after the dates and in accordance with the terms established for such series pursuant to Section 2.01
hereof.


 


SECTION 3.02 Notice of Redemption.


 


(a)          In
case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series
in accordance with the right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such redemption
to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 90 days before the date fixed for redemption of that series to such holders at
their last addresses as they shall appear upon the Security Register unless a shorter period is specified in the Securities to
be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether
or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of
any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings
for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior
to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction.


 




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Each such notice of redemption shall specify
the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that
payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company in the United
States, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities
of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security
is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after the redemption date, 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.


 


(b)          If
less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice
in advance of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be redeemed, and
thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and
that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or any integral multiple
thereof) of the principal amount of such Securities of a denomination larger than $1,000, the Securities to be redeemed and shall
thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or in part. The Company
may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Chairman, Vice Chairman, Chief
Executive Officer, President, Chief Financial Officer, Chief Operating Officer, or any Executive Vice President or Senior Vice
President, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption
and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own
name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee
or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such
paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom,
sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this
Section.


 


SECTION 3.03 Payment Upon Redemption.


 


(a)          If
the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the
series to be redeemed 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 interest on such Securities
or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in
the payment of such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation
and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said
Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon
to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable
on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03).


 


(b)          Upon
presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the
Company, a new Security of the same series of authorized denominations in principal amount equal to the unredeemed portion of the
Security so presented.


 


SECTION 3.04 Sinking Fund.


 


The provisions of Sections 3.04, 3.05 and
3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated
by Section 2.01 for Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 3.05. Each sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series.


 




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SECTION 3.05 Satisfaction of Sinking Fund Payments with
Securities.


 


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


 


SECTION 3.06 Redemption of Securities for Sinking Fund.


 


Not less than 45 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying
the amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series, the portion thereof, if
any, that is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.05 and the basis
for such credit and will, together with such Officers’ Certificate, deliver to the Trustee any Securities to be so delivered.
Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 3.02 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section 3.02. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.03.


 


ARTICLE IV


 


COVENANTS


 


SECTION 4.01 Payment of Principal, Premium and Interest.


 


The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any) and interest on the Securities of that series at the time and place and
in the manner provided herein and established with respect to such Securities.


 


SECTION 4.02 Maintenance of Office or Agency.


 


So long as any series of the Securities remain
Outstanding, the Company agrees to maintain an office or agency in the United States, with respect to each such series and at such
other location or locations as may be designated as provided in this Section 4.02, where (a) Securities of that series
may be presented for payment, (b) Securities of that series may be presented as herein above authorized for registration of
transfer and exchange, and (c) notices and demands to or upon the Company in respect of the Securities of that series and
this Indenture may be given or served, such designation to continue with respect to such office or agency until the Company shall,
by written notice signed by its Chairman, Vice Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating
Officer, or an Executive Vice President or Senior Vice President and delivered to the Trustee, designate some other office or agency
for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices
and demands.


 




    	 	12	 



     


    

 


SECTION 4.03 Paying Agents.


 


(a)          If
the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company
will cause each 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:


 


(1)         that
it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities
of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for
the benefit of the Persons entitled thereto;


 


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


 


(3)         that
it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and


 


(4)         that
it will perform all other duties of paying agent as set forth in this Indenture.


 


(b)          If
the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date
of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming
due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action.
Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the
principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient
to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify
the Trustee of this action or failure so to act.


 


(c)          Notwithstanding
anything in this Section to the contrary, (1) the agreement to hold sums in trust as provided in this Section is subject to
the provisions of Section 11.05, and (2) the Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust
by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which
such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying
agent shall be released from all further liability with respect to such money.


 


SECTION 4.04 Appointment to Fill Vacancy in Office of
Trustee.


 


The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall
at all times be a Trustee hereunder.


 


ARTICLE V


 


SECURITYHOLDERS’ LISTS AND REPORTS


BY THE COMPANY AND THE TRUSTEE


 


SECTION 5.01 Company to Furnish Trustee Names and Addresses
of Securityholders.


 


The Company will furnish or cause to be furnished
to the Trustee (a) on each regular record date (as defined in Section 2.03), but in each case will be no more than six
months apart, a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series
of Securities as of such regular record date, provided that the Company shall not be obligated to furnish or cause to be furnished
such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company
and (b) at such other times as the Trustee may request in writing within 30 days after the receipt by the Company of
any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that, in either case, no such list need be furnished for any series for which the Trustee shall be the Security
Registrar.


 




    	 	13	 



     


    

 


SECTION 5.02 Preservation Of Information; Communications
With Securityholders.


 


(a)          The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and
addresses of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity).


 


(b)          The
Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.


 


(c)          Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their
rights under this Indenture or under the Securities. The Company, the Trustee, the Security Registrar and any other Person shall
have the protection of the Trust Indenture Act Section 312(c).


 


SECTION 5.03 Reports by the Company.


 


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


 


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


 


(c)          The
Company covenants and agrees to transmit by mail, first class postage prepaid, or reputable overnight delivery service that provides
for evidence of receipt, to the Securityholders, as their names and addresses appear upon the Security Register, within 30 days
after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the
Company pursuant to subsections (a) and (b) of this Section as may be required by rules and regulations prescribed from
time to time by the Commission.


 


SECTION 5.04 Reports by the Trustee.


 


(a)          On
or before [     ] in each year in which any of the Securities are Outstanding, the Trustee shall transmit by mail, first class postage
prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief report dated as of the
preceding [     ], if and to the extent required under Section 313(a) of the Trust Indenture Act.


 


(b)          The
Trustee shall comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act.


 


(c)          A
copy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with the Company,
with each stock exchange upon which any Securities are listed (if so listed) and also with the Commission. The Company agrees to
notify the Trustee when any Securities become listed on any stock exchange.


 




    	 	14	 



     


    

 


(d)          If
an Event of Default occurs and is continuing and the Trustee receives actual notice of such Event of Default, the Trustee shall
mail to each Securityholder notice of the uncured Event of Default within 90 days after the occurrence thereof. Except in
the case of an Event of Default in payment of principal of, or interest on, any Securities, or in the payment of any sinking or
purchase fund installment, the Trustee may withhold the notice if and so long as the board of directors, the executive committee
or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Securityholders.


 


ARTICLE VI


 


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT


 


SECTION 6.01 Events of Default.


 


(a)          Whenever
used herein with respect to Securities of a particular series, “Event of Default” means any one or more of the following
events that has occurred and is continuing:


 


(1)         the
Company defaults in the payment of any installment of interest upon any of the Securities of that series, as and when the same
shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension
of an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto, shall not constitute
a default in the payment of interest for this purpose;


 


(2)         the
Company defaults in the payment of the principal of (or premium, if any, on) any of the Securities of that series as and when the
same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required
by any sinking or analogous fund established with respect to that series; provided, however, that a valid extension of the maturity
of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment
of principal or premium, if any;


 


(3)         the
Company fails to observe or perform any other of its covenants or agreements with respect to that series contained in this Indenture
or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant
or agreement that has been expressly included in this Indenture solely for the benefit of one or more series of Securities other
than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be
remedied and stating that such notice is a “Notice of Default” hereunder, shall have been given to the Company by the
Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount
of the Securities of that series at the time Outstanding;


 


(4)         the
Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the
entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or
for all or substantially all of its property or (iv) makes a general assignment for the benefit of its creditors; or


 


(5)         a
court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief against the Company in an
involuntary case, (ii) appoints a Custodian of the Company for all or substantially all of its property or (iii) orders
the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 days.


 


(b)          In
each and every such case, unless the principal of all the Securities of that series 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 that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may declare the principal
of all the Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable.


 




    	 	15	 



     


    

 


(c)          At
any time after the principal of the Securities of that series 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 holders of a majority
in aggregate principal amount of the Securities of that series then Outstanding hereunder, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the
Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of that series and the principal of
(and premium, if any, on) all Securities of that series that shall have become due otherwise than by acceleration (with interest
upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of that series to the date of such payment or deposit)
and any amount payable to the Trustee under Section 7.06, and (2) any and all other Events of Default under the Indenture
with respect to such series, other than the nonpayment of principal on Securities of that series that shall not have become due
by their terms, shall have been remedied or waived as provided in Section 6.06.


 


No such rescission and annulment shall extend
to or shall affect any subsequent default or impair any right consequent thereon.


 


(d)          In
case the Trustee shall have proceeded to enforce any right with respect to Securities of that series under this Indenture and such
proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall
have been determined adversely to the Trustee, then and in every such case, subject to any determination in such proceedings, the
Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies
and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.


 


SECTION 6.02 Suits for Enforcement by Trustee.


 


(a)          If
an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, 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 proceeding to judgment or final decree,
and may enforce any such judgment or final decree against the Company or any other obligor upon the Securities of that series and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other
obligor upon the Securities of that series, wherever situated.


 


(b)          In
case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings
and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Securities of a series allowed for the entire amount due and payable by the Company under this Indenture
at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after
such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute
the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee
in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments
to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.06.


 


(c)          All
rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities
of a series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any
trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts
due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series.


 




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In case of an Event of Default hereunder, 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 most effectual 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.


 


Nothing contained herein shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of that 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.


 


SECTION 6.03 Application of Moneys Collected.


 


Any moneys collected by the Trustee pursuant
to this Article with respect to a particular series of Securities 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 premium, if any) or interest,
upon presentation of the Securities of that series, and notation thereon the payment, if only partially paid, and upon surrender
thereof if fully paid:


 


FIRST: To the payment of costs and
expenses of collection and of all amounts payable to the Trustee under Section 7.06;


 


SECOND: To the payment of all Senior
Indebtedness of the Company if and to the extent required by ARTICLE XIV; and


 


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


 


SECTION 6.04 Limitation on Suits.


 


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 suit, action or proceeding in equity
or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (a) such holder previously shall have given to the Trustee written notice of an Event of Default and of
the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided;
(b) the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall
have made written request upon the Trustee to institute such action, suit or proceeding in its own name as trustee hereunder; (c) such
holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; (d) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have failed to institute any such action, suit or proceeding; and (e) during such 60-day period,
the holders of a majority in principal amount of the Securities of that series shall not have given the Trustee a direction inconsistent
with the request.


 


Notwithstanding anything contained herein to
the contrary, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest
on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the case of redemption,
on the redemption date), or to institute suit for the enforcement of any such payment on or after such respective dates or redemption
date, shall not be impaired or affected without the consent of such holder. By accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the
Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of such Securities,
or to obtain or seek to obtain priority over or preference 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 such 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.


 




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SECTION 6.05 Rights and Remedies Cumulative; Delay or
Omission Not Waiver.


 


(a)          All
powers and remedies given by this Article to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture
or otherwise established with respect to such Securities.


 


(b)          No
delay or omission of the Trustee or of any holder of any of the Securities 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 default or on acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given
by this Article or by law to the Trustee or 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 6.06 Control by Securityholders.


 


The holders of a majority in aggregate principal
amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.01, 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 such series; provided, however, that such direction shall not be in
conflict with any rule of law or with this Indenture or be unduly prejudicial to the rights of holders of Securities of any other
series at the time Outstanding determined in accordance with Section 8.01. Subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer
or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. The holders
of a majority in aggregate principal amount of the Securities of any series at the time Outstanding affected thereby, determined
in accordance with Section 8.01, may on behalf of the holders of all of the Securities of such series waive any past default
in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect to such series
and its consequences, except an uncured default in the payment of the principal of (or premium, if any) or interest on, any of
the Securities of that series as and when the same shall become due by the terms of such Securities otherwise than by acceleration
(unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium
has been deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Securities of
such series 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.


 


SECTION 6.07 Undertaking to Pay Costs.


 


All parties to this Indenture agree, and each
holder of any Securities by such holder’s 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 or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder,
or group of Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securities of any series, or
to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest
on any Security of such series, on or after the respective due dates expressed in such Security or established pursuant to this
Indenture.


 




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ARTICLE VII


 


CONCERNING THE TRUSTEE


 


SECTION 7.01 Certain Duties and Responsibilities of
Trustee.


 


(a)          The
Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all
Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect
to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of
a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series
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 own affairs.


 


(b)          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:


 


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


 


(i)          the
duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series 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


 


(ii)         in
the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions
that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this Indenture;


 


(2)         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;


 


(3)         the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; and


 


(4)         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 is reasonable
ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture
or adequate indemnity against such risk is not reasonably assured to it.


 




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SECTION 7.02 Certain Rights of Trustee.


 


Except as otherwise provided in Section 7.01:


 


(a)         The
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, 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 Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an
instrument signed in the name of the Company, by the Chairman, Vice Chairman, Chief Executive Officer, President, Executive Vice
President or any Senior Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
thereof (unless other evidence in respect thereof is specifically prescribed herein);


 


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


 


(d)         The
Trustee shall be under no obligation to exercise any of the rights 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 reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein
or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of
Default with respect to a series of the Securities (that has not been cured or waived) to exercise with respect to Securities of
that series such of the rights and powers vested in it by this Indenture, and to 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 own affairs;


 


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


 


(f)          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, bond, security or other papers or documents, unless requested
in writing so to do by the holders of not less than a majority in principal amount of the Outstanding Securities of the particular
series affected thereby (determined as provided in Section 8.04); provided, however, 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 reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon
demand; and


 


(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 and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.


 


SECTION 7.03 Trustee Not Responsible for Recitals or
Issuance or Securities.


 


(a)          The
recitals contained herein and in the Securities shall be taken as the statements of the Company and the Trustee assumes no responsibility
for the correctness of the same.


 




    	 	20	 



     


    

 


(b)          The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.


 


(c)          The
Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such
Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture
or established pursuant to Section 2.01, or for the use or application of any moneys received by any paying agent other than
the Trustee.


 


SECTION 7.04 May Hold Securities.


 


The Trustee or any paying agent or Security
Registrar, 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 Trustee, paying agent or Security Registrar.


 


SECTION 7.05 Moneys Held in Trust.


 


Subject to the provisions of Section 11.05,
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 law. The Trustee shall be under
no liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon.


 


SECTION 7.06 Compensation and Reimbursement.


 


(a)          The
Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust), as the Company and the
Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and
in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided
herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee 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 Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Trustee (and its officers,
agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim of liability in the premises.


 


(b)          The
obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by
a lien prior 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.


 


SECTION 7.07 Reliance on Officers’ Certificate.


 


Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions 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 to take 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 to be taken by it under the provisions of this Indenture upon the faith thereof.


 




    	 	21	 



     


    

 


SECTION 7.08 Disqualification; Conflicting Interests.


 


If the Trustee has or shall acquire any “conflicting
interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture Act.


 


SECTION 7.09 Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee with respect
to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the
United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or other Person permitted
to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State, Territorial
or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid 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. The Company may not, nor may any Person directly or indirectly controlling, controlled by or under common
control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.


 


SECTION 7.10 Resignation and Removal; Appointment of
Successor.


 


(a)          The
Trustee or any successor hereafter appointed, may at any time resign with respect to the Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid, to the Securityholders
of such series, as their names and addresses appear upon the Security Register. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy
to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days
after the mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee with respect to Securities of such series, or any Securityholder of that series who has been
a bona fide holder of a Security or Securities for at least six months may 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 one of the following shall occur:


 


(1)         the
Trustee shall fail to comply with the provisions of Section 7.08 after written request therefor by the Company or by any Securityholder
who has been a bona fide holder of a Security or Securities for at least six months; or


 


(2)         the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written
request therefor by the Company or by any such Securityholder; or


 


(3)         the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
or a receiver of the Trustee or of its property shall be appointed or consented to, 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 Company may remove the Trustee with
respect to all Securities and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or,
unless the Trustee’s duty to resign is stayed as provided herein, any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months may, on behalf of that holder and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 




    	 	22	 



     


    

 


(c)          The
holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove
the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such
series with the consent of the Company.


 


(d)          Any
resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant
to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided
in Section 7.11.


 


(e)          Any
successor trustee appointed pursuant to this Section may be appointed with respect to the Securities of one or more series or all
of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series.


 


SECTION 7.11 Acceptance of Appointment By Successor.


 


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


 


(b)          In
case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates, (2) shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring
Trustee shall with respect to the Securities of that or those series to which the appointment of such successor trustee relates
have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which
the appointment of such successor trustee relates.


 


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


 




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


 


(e)          Upon
acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of the succession
of such trustee hereunder by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon
the Security Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.


 


SECTION 7.12 Merger, Conversion, Consolidation or Succession
to Business.


 


Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08
and eligible under the provisions of Section 7.09, 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 any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.


 


SECTION 7.13 Preferential Collection of Claims Against
the Company.


 


The Trustee shall comply with Section 311(a)
of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.


 


ARTICLE VIII


 


CONCERNING THE SECURITYHOLDERS


 


SECTION 8.01 Evidence of Action by Securityholders.


 


Whenever in this Indenture it is provided that
the holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular series may take
any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the holders of such majority or specified percentage of that series
have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of
Securities of that series in Person or by agent or proxy appointed in writing.


 


If the Company shall solicit from the Securityholders
of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option,
as evidenced by an Officers’ Certificate, fix in advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall
have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver
or other action may be given before or after the record date, but only the Securityholders of record at the close of business on
the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite
proportion of Outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series shall be computed
as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the record
date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six
months after the record date.


 




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SECTION 8.02 Proof of Execution by Securityholders.


 


Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his agent or proxy and
proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


(a)          The
fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.


 


(b)          The
ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar
thereof.


 


(c)          The
Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.


 


SECTION 8.03 Who May be Deemed Owners.


 


Prior to the due presentment for registration
of transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the Person
in whose name such Security shall be registered upon the books of the Company as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on account of the principal of (and premium, if any) and (subject
to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying
agent nor any Security Registrar shall be affected by any notice to the contrary.


 


SECTION 8.04 Certain Securities Owned by Company Disregarded.


 


In determining whether the holders of the requisite
aggregate principal amount of Securities of a particular series have concurred in any direction, consent or waiver under this Indenture,
the Securities of that series that are owned by the Company or any other obligor on the Securities of that series or by any Person
directly or indirectly controlling or controlled by or under common control with the Company or any other obligor on the Securities
of that series 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
of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities so owned that have been pledged
in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a Person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor.
In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to
the Trustee.


 


SECTION 8.05 Actions Binding on Future Securityholders.


 


At any time prior to (but not after) the evidencing
to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the majority or percentage in aggregate
principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder
of a Security of that series that is shown by the evidence to be included in the Securities the holders of which have consented
to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, 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 Security issued in
exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard
thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount
of the Securities of a particular series specified in this Indenture in connection with such action shall be conclusively binding
upon the Company, the Trustee and the holders of all the Securities of that series.


 




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ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


SECTION 9.01 Supplemental Indentures Without the Consent
of Securityholders.


 


In addition to any supplemental indenture otherwise
authorized by this Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:


 


(a)          to
cure any ambiguity, defect or inconsistency herein or in the Securities of any series;


 


(b)          to
comply with Article Ten;


 


(c)          to
provide for uncertificated Securities in addition to or in place of certificated Securities;


 


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


 


(e)          to
add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms, purposes of issue,
authentication and delivery of Securities, as herein set forth;


 


(f)           to
make any change that does not adversely affect the rights of any Securityholder in any material respect; or


 


(g)          to
provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in Section 2.01,
to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities,
or to add to the rights of the holders of any series of Securities.


 


The Trustee is hereby authorized to join with
the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that 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 by the Company and the Trustee without the consent of the holders of any of the Securities
at the time Outstanding, notwithstanding any of the provisions of Section 9.02.


 


SECTION 9.02 Supplemental Indentures With Consent of
Securityholders.


 


With the consent (evidenced as provided in Section 8.01)
of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected by such supplemental
indenture or indentures at the time Outstanding, the Company, when authorized by Board Resolutions, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) 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 not covered by Section 9.01
the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the holders of each Security then Outstanding and affected thereby, (i) extend the fixed maturity
of any Securities of any series, or reduce the principal amount thereof, or reduce the rate of interest thereon, or reduce any
premium payable upon the redemption thereof, or (ii) reduce the aforesaid percentage of Securities, the holders of which are
required to consent to any such supplemental indenture.


 




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It shall not be necessary for the consent of
the Securityholders of any series affected thereby 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.


 


SECTION 9.03 Effect of Supplemental Indentures.


 


Upon the execution of any supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, this Indenture shall, with respect to such series, 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 Company and the holders of Securities of the 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 9.04 Securities Affected by Supplemental Indentures.


 


Securities of any series affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article
or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any
exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors, to any modification
of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and
delivered in exchange for the Securities of that series then Outstanding.


 


SECTION 9.05 Execution of Supplemental Indentures.


 


Upon the request of the Company, accompanied
by Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence
of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company 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 case the Trustee may in its discretion but shall not be obligated to enter into such
supplemental indenture. The Trustee, subject to the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the
terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof;
provided, however, that such Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture
that establishes the terms of a series of Securities pursuant to Section 2.01 hereof.


 


Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first
class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders
of all series affected thereby as their names and addresses appear upon the Security Register. 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.


 




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ARTICLE X


 


SUCCESSOR ENTITY


 


SECTION 10.01 Company May Consolidate, Etc.


 


Nothing contained in this Indenture or in any
of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated
with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party
or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor
or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company
or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and
agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale,
conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all
of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with
respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed by supplemental
indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee
executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged,
or by the entity which shall have acquired such property.


 


SECTION 10.02 Successor Entity Substituted.


 


(a)          In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor
entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series Outstanding and
the due and punctual performance of all of the covenants and conditions of this Indenture or established with respect to each series
of the Securities pursuant to Section 2.01 to be performed by the Company with respect to each series, such successor entity
shall succeed to and be substituted for the Company with the same effect as if it had been named as the Company herein, and thereupon
the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


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


 


(c)          Nothing
contained in this Article shall apply to limit or impose any requirements upon the consolidation or merger of any Person into the
Company where the Company is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of
all or any part of the property of any other Person (whether or not affiliated with the Company).


 


SECTION 10.03 Evidence of Consolidation, Etc. to Trustee.


 


The Trustee, subject to the provisions of Section 7.01,
may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other
disposition, and any such assumption, comply with the provisions of this Article.


 




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ARTICLE XI


 


SATISFACTION AND DISCHARGE


 


SECTION 11.01 Satisfaction and Discharge of Indenture.


 


If at any time: (a) the Company shall have
delivered to the Trustee for cancellation all Securities of a series theretofore authenticated (other than any Securities that
have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.07) and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company
(and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); or (b) all such Securities
of a particular 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 the Company shall deposit or cause to be deposited with the Trustee
as trust funds the entire amount in moneys or Governmental Obligations or 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 at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption,
as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such
series by the Company then this Indenture shall thereupon cease to be of further effect with respect to such series except for
the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or redemption
date, as the case may be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee, on
demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of
and discharging this Indenture with respect to such series.


 


SECTION 11.02 Discharge of Obligations.


 


If at any time all such Securities of a particular
series not heretofore delivered to the Trustee for cancellation or that have not become due and payable as described in Section 11.01
shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental
Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity
or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case
may be, are deposited with the Trustee, the obligations of the Company under this Indenture with respect to such series shall cease
to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof
that shall survive until such Securities shall mature and be paid. Thereafter, Sections 7.06 and 11.05 shall survive.


 


SECTION 11.03 Deposited Moneys to be Held in Trust.


 


All moneys or Governmental Obligations deposited
with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either
directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular series
of Securities for the payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee.


 


SECTION 11.04 Payment of Moneys Held by Paying Agents.


 


In connection with the satisfaction and discharge
of this Indenture all moneys or Governmental Obligations then held by any paying agent under the provisions of this Indenture shall,
upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability
with respect to such moneys or Governmental Obligations.


 


SECTION 11.05 Repayment to Company.


 


Any moneys or Governmental Obligations deposited
with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of (and premium, if any) or
interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively
become due and payable, shall be repaid to the Company or (if then held by the Company) shall be discharged from such trust; and
thereupon the paying agent and the Trustee shall be released from all further liability with respect to such moneys or Governmental
Obligations, and the holder of any of the Securities entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.


 




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ARTICLE XII


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS


 


SECTION 12.01 No Recourse.


 


No recourse under or upon any obligation, covenant
or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor
or successor Person, either directly or through the Company or any such predecessor or successor Person, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood
that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the
Company or of any predecessor or successor Person, or any of them, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied
therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution
or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issuance of such Securities.


 


ARTICLE XIII


 


MISCELLANEOUS PROVISIONS


 


SECTION 13.01 Effect on Successors and Assigns.


 


All the covenants, stipulations, promises and
agreements in this Indenture contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed
or not.


 


SECTION 13.02 Actions by Successor.


 


Any act or proceeding by any provision of this
Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done
and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at the
time be the lawful successor of the Company.


 


SECTION 13.03 Notices.


 


Except as otherwise expressly provided herein
any notice or demand that 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 Company may be given or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company with the Trustee), as follows: [ ]. Any notice, election,
request or demand by the Company or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or
made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.


 


SECTION 13.04 Governing Law.


 


This Indenture and each Security shall be deemed
to be a contract made under the internal laws of the State of New York, and for purposes shall be construed in accordance with
the laws of said State.


 


SECTION 13.05 Compliance Certificates and Opinions.


 


(a)          Upon
any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company
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, except that in the case of any such application or demand as to which the furnishing
of such documents is specifically required by any provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.


 




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(b)          Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition
or covenant in this Indenture shall include (1) a statement that the Person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person,
he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with.


 


(c)          The
Company shall furnish to the Trustee, on [ ] of each year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of such obligor’s compliance with all conditions
and covenants under this Indenture. For purposes of this subsection, such compliance shall be determined without regard to any
period of grace or requirement of notice provided hereunder.


 


SECTION 13.06 Payments on Business Days.


 


Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and as set forth in an Officers’ Certificate, or established in one or more indentures supplemental
to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.


 


SECTION 13.07 Conflict with Trust Indenture Act.


 


If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture
Act, such imposed duties shall control.


 


SECTION 13.08 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 13.09 Separability.


 


In case any one or more of the provisions contained
in this Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been
contained herein or therein.


 


SECTION 13.10 Assignment.


 


The Company will have the right at all times
to assign any of its rights or obligations under this Indenture to a direct or indirect wholly owned Subsidiary of the Company,
provided that, in the event of any such assignment, the Company will remain liable for all such obligations. Subject to the foregoing,
the Indenture is binding upon and inures to the benefit of the parties thereto and their respective successors and assigns. This
Indenture may not otherwise be assigned by the parties thereto.


 




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ARTICLE XIV


 


SUBORDINATION OF SECURITIES


 


SECTION 14.01 Subordination Terms.


 


The payment by the Company of the principal
of (and premium, if any) and interest on any series of Securities issued hereunder shall be subordinated to the extent set forth
in an indenture supplemental hereto relating to such Securities.


 


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


 


	 	PERSHING GOLD CORPORATION
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	[                                ],

as Trustee
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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