Exhibit 4.6


 


NEW YORK REIT, INC.



Debt Securities



Indenture



Dated as of [  ]



[  ],



as Trustee


 




    	 



    	 



    

 


CROSS-REFERENCE TABLE


 


This Cross-Reference Table is not a part
of the Indenture.


 


	TIA 

    Section	 	Indenture 

    Section
	310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	N.A.
	(a)(4)	 	N.A.
	(b)	 	7.08; 7.10; 11.02
	 	 	 
	311(a)	 	7.11
	(b)	 	7.11
	(c)	 	N.A.
	 	 	 
	312(a)	 	2.05
	(b)	 	11.03
	(c)	 	11.03
	 	 	 
	313(a)	 	7.06
	(b)(1)	 	N.A.
	(b)(2)	 	7.06
	(c)	 	11.02
	(d)	 	7.06
	 	 	 
	314(a)	 	4.03; 11.02
	(b)	 	N.A.
	(c)(1)	 	11.04
	(c)(2)	 	11.04
	(c)(3)	 	N.A.
	(d)	 	N.A.
	(e)	 	11.05


 




    	 



    	 



    

 


	TIA 

    Section	 	Indenture 

    Section
	315(a)	 	7.01(b)
	(b)	 	7.05; 11.02
	(c)	 	7.01(a)
	(d)	 	7.01(c)
	(e)	 	6.11
	 	 	 
	316(a)(last sentence)	 	11.06
	(a)(1)(A)	 	6.05
	(a)(1)(B)	 	6.04
	(a)(2)	 	N.A.
	(b)	 	6.07
	 	 	 
	317(a)(1)	 	6.08
	(a)(2)	 	6.09
	(b)	 	2.04
	 	 	 
	318(a)	 	11.01


 


N.A. means Not Applicable


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


This Table of Contents is not a part
of the Indenture.


 


	 	Page
	 	 
	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 
	Section 1.01.	Definitions.	1
	Section 1.02.	Other Definitions.	4
	Section 1.03.	Incorporation by Reference of Trust Indenture Act.	5
	Section 1.04.	Rules of Construction.	5
	 	 
	ARTICLE 2 THE SECURITIES	6
	 	 	 
	Section 2.01.	Form and Dating.	6
	Section 2.02.	Execution and Authentication.	7
	Section 2.03.	Registrar and Paying Agent.	8
	Section 2.04.	Paying Agent to Hold Money in Trust.	8
	Section 2.05.	Securityholder Lists.	8
	Section 2.06.	Transfer and Exchange.	9
	Section 2.07.	Replacement Securities.	9
	Section 2.08.	Outstanding Securities.	9
	Section 2.09.	Temporary Securities.	10
	Section 2.10.	Cancellation.	10
	Section 2.11.	Defaulted Interest.	10
	Section 2.12.	Treasury Securities.	10
	Section 2.13.	CUSIP/ISIN Numbers.	11
	Section 2.14.	Deposit of Moneys.	11
	Section 2.15.	Book-Entry Provisions for Global Security.	11
	 	 
	ARTICLE 3 REDEMPTION	13
	 	 	 
	Section 3.01.	Notices to Trustee.	13
	Section 3.02.	Selection of Securities to be Redeemed.	13
	Section 3.03.	Notice of Redemption.	14
	Section 3.04.	Effect of Notice of Redemption.	15
	Section 3.05.	Deposit of Redemption Price.	15
	Section 3.06.	Securities Redeemed in Part.	15
	 	 
	ARTICLE 4 COVENANTS	15
	 	 	 
	Section 4.01.	Payment of Securities.	15
	Section 4.02.	Maintenance of Office or Agency.	15
	Section 4.03.	Compliance Certificate.	15
	Section 4.04.	Payment of Taxes; Maintenance of Corporate Existence.	16
	Section 4.05.	Waiver of Stay, Extension or Usury Laws.	16


 




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	ARTICLE 5 SUCCESSOR CORPORATION	17
	 	 	 
	Section 5.01.	When Company May Merge, etc.	17
	 	 
	ARTICLE 6 DEFAULTS AND REMEDIES	17
	 	 	 
	Section 6.01.	Events of Default.	17
	Section 6.02.	Acceleration.	19
	Section 6.03.	Other Remedies.	19
	Section 6.04.	Waiver of Existing Defaults.	19
	Section 6.05.	Control by Majority.	20
	Section 6.06.	Limitation on Suits.	20
	Section 6.07.	Rights of Holders to Receive Payment.	20
	Section 6.08.	Collection Suit by Trustee.	20
	Section 6.09.	Trustee May File Proofs of Claim.	21
	Section 6.10.	Priorities.	21
	Section 6.11.	Undertaking for Costs.	21
	 	 
	ARTICLE 7 TRUSTEE	22
	 	 	 
	Section 7.01.	Duties of Trustee.	22
	Section 7.02.	Rights of Trustee.	23
	Section 7.03.	Individual Rights of Trustee.	24
	Section 7.04.	Trustee’s Disclaimer.	24
	Section 7.05.	Notice of Defaults.	24
	Section 7.06.	Reports by Trustee to Holders.	24
	Section 7.07.	Compensation and Indemnity.	24
	Section 7.08.	Replacement of Trustee.	25
	Section 7.09.	Successor Trustee by Merger, etc.	26
	Section 7.10.	Eligibility; Disqualification.	26
	Section 7.11.	Preferential Collection of Claims Against Company.	26
	 	 
	ARTICLE 8 DISCHARGE OF INDENTURE	26
	 	 	 
	Section 8.01.	Defeasance upon Deposit of Moneys or Government Obligations; Discharge.	26
	Section 8.02.	Survival of Obligations.	29
	Section 8.03.	Application of Trust Money.	29
	Section 8.04.	Repayment to the Company.	29
	Section 8.05.	Reinstatement.	30
	 	 
	ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS	30
	 	 	 
	Section 9.01.	Without Consent of Holders.	30
	Section 9.02.	With Consent of Holders.	31
	Section 9.03.	Compliance with Trust Indenture Act.	32
	Section 9.04.	Revocation and Effect of Consents.	32
	Section 9.05.	Notation on or Exchange of Securities.	33


 




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	Section 9.06.	Trustee to Sign Amendments, etc.	33
	 	 
	ARTICLE 10 SECURITIES IN FOREIGN CURRENCIES	33
	 	 	 
	Section 10.01.	Applicability of Article.	33
	 	 
	ARTICLE 11 MISCELLANEOUS	33
	 	 	 
	Section 11.01.	Trust Indenture Act Controls.	33
	Section 11.02.	Notices.	34
	Section 11.03.	Communications by Holders with Other Holders.	34
	Section 11.04.	Certificate and Opinion as to Conditions Precedent.	34
	Section 11.05.	Statements Required in Certificate or Opinion.	35
	Section 11.06.	Rules by Trustee and Agents.	35
	Section 11.07.	Legal Holidays.	35
	Section 11.08.	Governing Law.	36
	Section 11.09.	No Adverse Interpretation of Other Agreements.	36
	Section 11.10.	No Recourse Against Others.	36
	Section 11.11.	Successors and Assigns.	36
	Section 11.12.	Duplicate Originals.	36
	Section 11.13.	Severability.	36


 


EXHIBIT A – Form of Security


 




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INDENTURE dated as
of [____________], (the “Base Indenture”), by and among NEW YORK REIT, INC., a Maryland
corporation (the “Company”), and [____________________], as trustee (the “Trustee”).


 


Each party agrees as
follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s debt securities
issued under this Base Indenture:


 


ARTICLE 1


 


DEFINITIONS AND INCORPORATION
BY REFERENCE


 


Section 1.01.   Definitions.


 


“Affiliate”
means, when used with reference to a specified person, any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Person specified.


 


“Agent”
means any Registrar, Paying Agent or co-Registrar or agent for service of notices and demands.


 


“Authorizing
Resolution” means a resolution adopted by the Board of Directors or by an Officer or committee of Officers pursuant to
Board delegation authorizing a Series of Securities.


 


“Bankruptcy
Law” means Title 11 of the United States Code, as amended, 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 thereof.


 


“Capital Stock”
means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of or
in such Person’s capital stock or other equity interests.


 


“Company”
means the party named as such in this Indenture until a successor replaces it pursuant to the Indenture and thereafter means the
successor.


 


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


 


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


 


“Definitive
Security” means a certificated Security registered in the name of the Securityholder thereof.


 




    	 



    	 



    

 


“Depositary”
means, with respect to Securities of any Series which the Company shall determine will be issued in whole or in part as a Global
Security, DTC, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, and any other
applicable U.S. or foreign statute or regulation, which, in each case, shall be designated by the Company pursuant to Section
2.01.


 


“Dollars”
and “$” mean United States Dollars.


 


“DTC”
means The Depository Trust Company, New York, New York.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


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


 


“GAAP”
means generally accepted accounting principles set forth in the accounting standards codification of the Financial Accounting Standards
Board or in such other statements by such or any other entity as may be approved by a significant segment of the accounting profession
of the United States, unless otherwise specified in a supplemental indenture relating to any Series of Securities, as in effect
from time to time.


 


“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.


 


“Government
Obligations” means securities which are (i) direct obligations of the United States or the other government or governments
in the confederation which issued the Foreign Currency in which the principal of or any interest on the Security of the applicable
Series shall be payable, in each case 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 or such other government or governments,
in each case the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such
other government or governments, which, in either case are not callable or redeemable at the option of the issuer or issuers thereof,
and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such Government
Obligations or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the
account of the holder of a depositary receipt; provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced
by such depositary receipt.


 


“Holder”
or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books.


 




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“Indenture”
means this Base Indenture as amended or supplemented from time to time, including pursuant to any Authorizing Resolution or supplemental
indenture pertaining to any Series, and including, for all purposes of this instrument and any such Authorizing Resolution or supplemental
indenture, the provisions of the TIA that are deemed to be a part of and govern this Base Indenture and any such Authorizing Resolution
or supplemental indenture, respectively.


 


“Issue Date”
means, with respect to any Series of Securities, the date on which the Securities of such Series are originally issued under this
Indenture.


 


“NYUCC”
means the New York Uniform Commercial Code, as in effect from time to time.


 


“Officer”
means the Chairman of the Board, the President, any Vice President, the Treasurer, the Controller or the Secretary of the Company,
as applicable.


 


“Officers’
Certificate” means a certificate signed by two Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary
of the Company.


 


“Opinion of
Counsel” means a written opinion from legal counsel. The counsel may be an employee of or counsel to the Company or the
Trustee.


 


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


 


“principal”
of a debt security means the principal of the security plus, when appropriate, the premium, if any, on the security.


 


“Property”
of any Person means all types of real, personal, tangible, intangible or mixed property owned by such Person, whether or not included
in the most recent consolidated balance sheet of such Person and its Subsidiaries under GAAP.


 


“Restricted
Subsidiary” means, with respect to any Series of Securities, any Subsidiary of the Company which is not an Unrestricted
Subsidiary.


 


“SEC”
means the Securities and Exchange Commission or any successor agency performing the duties now assigned to it under the TIA.


 


“Securities”
means any Securities that are issued under this Base Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Series”
means a series of Securities established under this Base Indenture.


 


“Significant
Subsidiary” means any Subsidiary of the Company which would constitute a “significant subsidiary” as defined
in Rule 1.02 of Regulation S-X under the Securities Act and the Exchange Act.


 




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“Subsidiary”
of any Person means any corporation or other entity of which a majority of the Capital Stock having ordinary voting power to elect
a majority of the board of directors of such entity or other persons performing similar functions is at the time directly or indirectly
owned or controlled by such Person.


 


“TIA”
means the Trust Indenture Act of 1939, as in effect from time to time, except as otherwise provided herein.


 


“Trustee”
means the party named as such in this Base Indenture until a successor replaces it pursuant to this Base Indenture and thereafter
means the successor serving hereunder; provided, however, that if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any Series shall mean only the Trustee with respect to Securities
of that Series.


 


“Trust Officer”
means the Chairman of the Board, the President, any Vice President or any other officer or assistant officer of the Trustee assigned
by the Trustee to administer its corporate trust matters.


 


“United States”
means the United States of America.


 


“Unrestricted
Subsidiary” means, with respect to any Series, any Subsidiary of the Company (1) so designated by a resolution adopted
by the Board of Directors of the Company as provided below and (2) any Subsidiary of an Unrestricted Subsidiary, subject, in each
case, to such conditions as may be stated in the supplemental indenture or specified in the Authorizing Resolution with respect
to such Series.


 


Section 1.02.Other Definitions.


 


	Term	 	Defined in Section
	Agent Members	 	2.15
	Base Indenture	 	Preamble
	Business Day	 	11.07
	Covenant Defeasance	 	8.01
	Custodian	 	6.01
	Event of Default	 	6.01
	Legal Defeasance	 	8.01
	Legal Holiday	 	11.07
	Paying Agent	 	2.03
	Payment Default	 	6.01
	Registrar	 	2.03
	Security Register	 	2.03
	Successor	 	5.01


 




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Section 1.03.   Incorporation by
Reference of Trust Indenture Act.


 


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:


 


“Commission”
means the SEC.


 


“indenture securities”
means the Securities of a particular Series.


 


“indenture security
holder” means a Securityholder.


 


“indenture to
be qualified” means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Trustee.


 


“obligor”
on the indenture securities means the Company or any other obligor on the Securities of a Series.


 


All other TIA terms
used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings so assigned to them.


 


Section 1.04.    Rules of Construction.


 


Unless the context
otherwise requires:


 


		(1)	a term has the meaning assigned to it herein;



 


		(2)	an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP
and all accounting determinations shall be made in accordance with GAAP;



 


		(3)	“or” is not exclusive and “including” means “including without limitation”;



 


		(4)	words in the singular include the plural, and in the plural include the singular;



 


		(5)	“herein,” “hereof” and “hereunder,” and other words of similar
import, refer to this Indenture as a whole (including any Authorizing Resolution or supplemental indenture relating to the relevant
Series) and not to any particular Article, Section or other subdivision;



 


		(6)	all exhibits are incorporated by reference herein and expressly made a part of this Indenture;
and



 


		(7)	any transaction or event shall be considered “permitted by” or made “in accordance
with” or “in compliance with” this Indenture or any particular provision thereof if such transaction or event
is not expressly prohibited by this Indenture or such provision, as the case may be.





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ARTICLE 2



THE SECURITIES


 


Section 2.01.    Form and Dating.


 


The aggregate principal
amount of Securities that may be issued under this Base Indenture is unlimited. The Securities may be issued from time to time
in one or more Series. Each Series shall be created by an Authorizing Resolution or a supplemental indenture that establishes the
terms of the Series, which may include the following:


 


		(1)	the title of the Series;



 


		(2)	the aggregate principal amount (or any limit on the aggregate principal amount) of the Series;



 


		(3)	whether Securities of a Series are to be issued at a discount from their face amount, and if so,
the method of computing the accretion of such discount;



 


		(4)	the maturity date;



 


		(5)	the interest rate or method of calculation of the interest rate;



 


		(6)	the date from which interest will accrue;



 


		(7)	the record dates for interest payable on Securities of the Series;



 


		(8)	the dates when, places where and manner in which principal and interest are payable;



 


		(9)	the Registrar and Paying Agent;



 


		(10)	the terms of any mandatory (including any sinking fund requirements) or optional redemption by
the Company;



 


		(11)	the terms of any redemption at the option of Holders;



 


		(12)	the permissible denominations in which Securities of such Series are issuable, if different from
$2,000 and multiples of $1,000 in excess thereof;



 


		(13)	the currency or currencies (including any composite currency) in which principal or interest or
both may be paid;



 


		(14)	if payments of principal or interest may be made in a currency other than that in which Securities
of such Series are denominated, the manner for determining such payments, including the time and manner of determining the exchange
rate between the currency in which such Securities are denominated and the currency in which such Securities or any of them may
be paid, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate
the issuance of Securities denominated or payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign
Currency;



 




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		(15)	whether and upon what terms Securities of such Series may be defeased or discharged if different
from the provisions set forth in this Base Indenture;



 


		(16)	any Events of Default, covenants and/or defined terms in addition to or in lieu of those set forth
in this Base Indenture;



 


		(17)	whether the Securities of the Series shall be issued in whole or in part in the form of a Global
Security or Securities, the terms and conditions, if different from those contained in this Base Indenture, upon which such Global
Security or Securities may be exchanged in whole or in part for Definitive Securities; the Depositary for such Global Security
or Securities; the form of any legend or legends, if any, to be borne by any such Global Security or Securities in addition to
or in lieu of the legends referred to in Section 2.15;



 


		(18)	the form of the Securities of such Series, which, unless the Authorizing Resolution or supplemental
indenture otherwise provides, shall be in the form of Exhibit A;



 


		(19)	whether the Securities of the Series will be convertible into or exchangeable for other Securities,
common shares or other securities of any kind of the Company or another obligor, and, if so, the terms and conditions upon which
such Securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method
of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory,
at the option of the holder or at the Company’s option, the conversion or exchange period, and any other provision in relation
thereto; and



 


		(20)	any other terms in addition to or different from those contained in this Base Indenture applicable
to such Series.



 


All Securities of one
Series need not be issued at the same time and, unless otherwise provided, a Series may be reopened for issuances of additional
Securities of such Series pursuant to an Authorizing Resolution, an Officers’ Certificate or in any indenture supplemental
hereto.


 


Section 2.02.    Execution and Authentication.


 


One Officer shall sign
the Securities for the Company by manual or facsimile signature.


 


If an Officer whose
signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless
be valid.


 


A Security shall not
be valid until the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive
evidence that the Security has been authenticated under this Base Indenture.


 




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The Trustee shall authenticate
Securities for original issue upon receipt of an Officers’ Certificate of the Company. Each Security shall be dated the date
of its authentication.


 


Section 2.03.    Registrar and Paying
Agent.


 


The Company shall maintain
an office or agency where Securities may be presented for registration of transfer or where Securities of a Series that are convertible
or exchangeable may be surrendered for conversion or exchange (“Registrar”), an office or agency where Securities
may be presented for payment (“Paying Agent”) and an office or agency where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities and
of their transfer and exchange (the “Security Register”). The Company may have one or more co-Registrars and
one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.


 


The Company shall enter
into an appropriate agency agreement with any Agent not a party to this Base Indenture. The agreement shall implement the provisions
of this Indenture that relate to such Agent. The Company shall promptly notify the Trustee in writing of the name and address of
any such Agent and the Trustee shall have the right to inspect the Securities Register at all reasonable times to obtain copies
thereof, and the Trustee shall have the right to rely upon such register as to the names and addresses of the Holders and the principal
amounts and certificate numbers thereof. If the Company fails to maintain a Registrar or Paying Agent or fails to give the foregoing
notice, the Trustee shall act as such.


 


The Company initially
appoints the Trustee as Registrar and Paying Agent.


 


Section 2.04.    Paying Agent to Hold
Money in Trust.


 


Each Paying Agent shall
hold in trust for the benefit of Securityholders and the Trustee all money held by the Paying Agent for the payment of principal
of or interest on the Securities, and shall notify the Trustee of any default by the Company in making any such payment. If the
Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money and hold it as a separate trust fund.
The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon doing so the Paying Agent shall
have no further liability for the money.


 


Section 2.05.    Securityholder Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least five (5) Business Days before each semiannual
interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Securityholders.


 




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Section 2.06.   Transfer and Exchange.


 


Where a Security is
presented to the Registrar or a co-Registrar with a request to register a transfer, the Registrar shall register the transfer as
requested if the requirements of Section 8-401(a) of the NYUCC are met and the other provisions of this Section 2.06
are satisfied. Where Securities are presented to the Registrar or a co-Registrar with a request to exchange them for an equal principal
amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met.
To permit transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. The Registrar need
not transfer or exchange any Security selected for redemption or repurchase, except the unredeemed or repurchased part thereof
if the Security is redeemed or repurchased in part, or transfer or exchange any Securities for a period of 15 days before a selection
of Securities to be redeemed or repurchased. Any exchange or transfer shall be without charge, except that the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto except in the
case of exchanges pursuant to 2.09, 3.06, or 9.05 not involving any transfer.


 


Any Holder of a Global
Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may
be effected only through a book entry system maintained by the Holder of such Global Security (or its agent), and that ownership
of a beneficial interest in the Security shall be required to be reflected in a book entry.


 


Section 2.07.   Replacement Securities.


 


If the Holder of a
Security claims that the Security has been lost, destroyed, mutilated or wrongfully taken, the Company shall issue and execute
a replacement security and, upon written request of any Officer of the Company, the Trustee shall authenticate such replacement
Security, provided, in the case of a lost, destroyed or wrongfully taken Security, that the requirements of Section 8-405
of the NYUCC are met. If any such lost, destroyed, mutilated or wrongfully taken Security shall have matured or shall be about
to mature, the Company may, instead of issuing a substitute Security therefor, pay such Security without requiring (except in the
case of a mutilated Security) the surrender thereof. An indemnity bond must be sufficient in the judgment of the Company and the
Trustee to protect the Company, the Trustee and any Agent from any loss which any of them may suffer if a Security is replaced,
including the acquisition of such Security by a bona fide purchaser. The Company and the Trustee may charge for its expenses in
replacing a Security.


 


Section 2.08.   Outstanding Securities.


 


Securities outstanding
at any time are all Securities authenticated by the Trustee except for those cancelled by it and those described in this Section.
A Security does not cease to be outstanding because the Company or one of its Affiliates holds the Security.


 


If a Security is replaced
pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced
Security is held by a “protected purchaser” (as such term is defined in the NYUCC).


 


If the Paying Agent
holds on a redemption date, purchase date or maturity date money sufficient to pay Securities payable on that date, then on and
after that date such Securities cease to be outstanding and interest on them ceases to accrue.


 




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


 


Section 2.09.   Temporary Securities.


 


Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and, upon surrender for cancellation of the temporary Security,
the Company shall execute and the Trustee shall authenticate definitive Securities in exchange for temporary Securities. Until
so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities authenticated and delivered hereunder.


 


Section 2.10.   Cancellation.


 


The Company at any
time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, redemption, purchase or payment. The Trustee and no one else shall
cancel and destroy, or retain in accordance with its standard retention policy, all Securities surrendered for registration of
transfer, exchange, redemption, purchase, payment or cancellation. Unless the Authorizing Resolution or supplemental indenture
so provides, the Company may not issue new Securities to replace Securities that it has previously paid or delivered to the Trustee
for cancellation.


 


Section 2.11.   Defaulted Interest.


 


If the Company defaults
in a payment of interest on the Securities of any Series, it shall pay the defaulted interest plus any interest payable on the
defaulted interest to the persons who are Securityholders of such Series on a subsequent special record date. The Company shall
fix such special record date and a payment date which shall be reasonably satisfactory to the Trustee. At least 15 days before
such special record date, the Company shall mail to each Securityholder of the relevant Series a notice that states the record
date, the payment date and the amount of defaulted interest to be paid. On or before the date such notice is mailed, the Company
shall deposit with the Paying Agent money sufficient to pay the amount of defaulted interest to be so paid. The Company may pay
defaulted interest in any other lawful manner if, after notice given by the Company to the Trustee of the proposed payment, such
manner of payment shall be deemed practicable by the Trustee.


 


Section 2.12.   Treasury Securities.


 


In determining whether
the Holders of the required principal amount of Securities of a Series have concurred in any direction, waiver, consent or notice,
Securities owned by the Company or any of its Affiliates shall be considered as though they are not outstanding, except that for
the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities
which the Trustee actually knows are so owned shall be so considered.


 




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Section 2.13.   CUSIP/ISIN Numbers.


 


The Company in issuing
the Securities of any Series may use a “CUSIP” and/or “ISIN” or other similar number, and if so, the Trustee
shall use the CUSIP and/or ISIN or other similar number in notices of redemption or exchange as a convenience to Holders of such
Securities; provided that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy
of any such CUSIP and/or ISIN or other similar number printed in the notice or on such Securities, and that reliance may be placed
only on the other identification numbers printed on such Securities. The Company shall promptly notify the Trustee of any change
in any CUSIP and/or ISIN or other similar number.


 


Section 2.14.   Deposit of Moneys.


 


Prior to 11:00 a.m.
New York City time on each interest payment date and maturity date with respect to each Series of Securities, the Company shall
have deposited with the Paying Agent in immediately available funds money in the applicable currency sufficient to make cash payments
due on such interest payment date or maturity date, as the case may be, in a timely manner which permits the Paying Agent to remit
payment to the Holders of such Series on such interest payment date or maturity date, as the case may be.


 


Section 2.15.   Book-Entry Provisions
for Global Security.


 


(a)      Any Global Security
of a Series initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered
to the Trustee as custodian for such Depositary and (iii) bear any required legends.


 


Members of, or participants
in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for
all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Security.


 


(b)      Transfers of
any Global Security shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in the Global Security may be transferred or exchanged for Definitive Securities in accordance
with the rules and procedures of the Depositary. In addition, Definitive Securities shall be transferred to all beneficial owners
in exchange for their beneficial interests in a Global Security if (i) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for the Global Security and a successor depository is not appointed by the Company within 90 days
of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary
to issue Definitive Securities.


 




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(c)      In connection
with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners pursuant to paragraph
(b), the Registrar shall (if one or more Definitive Securities are to be issued) reflect on its books and records the date
and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest
in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or
more Definitive Securities of like Series and amount.


 


(d)      In connection
with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b), the Global Security shall
be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Security,
an equal aggregate principal amount of Definitive Securities of the same Series in authorized denominations.


 


(e)      The Holder of
any Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests
through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such Series.


 


(f)      Unless otherwise
provided in the Authorizing Resolution or supplemental indenture for a particular Series of Securities, each Global Security of
such Series shall bear legends in substantially the following forms:


 


“THIS GLOBAL
SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE HOLDERS OF BENEFICIAL INTERESTS HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE COMPANY.”


 


“UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.”


 




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ARTICLE 3



REDEMPTION


 


Section 3.01.   Notices to Trustee.


 


Securities of a Series
that are redeemable prior to maturity shall be redeemable in accordance with their terms and, unless the Authorizing Resolution
or supplemental indenture provides otherwise, in accordance with this Article Three.


 


If the Company wants
to redeem Securities pursuant to Paragraph 4 of the Securities, it shall notify the Trustee in writing of the redemption
date and the principal amount of Securities to be redeemed. Any such notice may be cancelled at any time prior to notice of such
redemption being mailed to Holders. Any such cancelled notice shall be void and of no effect.


 


If the Company wants
to credit any Securities previously redeemed, retired or acquired against any redemption pursuant to Paragraph 5 of the
Securities, it shall notify the Trustee of the amount of the credit and it shall deliver any Securities not previously delivered
to the Trustee for cancellation with such notice.


 


The Company shall give
each notice provided for in this Section 3.01 at least 30 days before the notice of any such redemption is to be mailed
to Holders (unless a shorter notice shall be satisfactory to the Trustee).


 


Section 3.02.   Selection of Securities
to be Redeemed.


 


If fewer than all of
the Securities of a Series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method the Trustee considers
fair and appropriate and in a manner that complies with applicable requirements of the Depositary. The Trustee shall make the selection
from Securities outstanding not previously called for redemption and shall promptly notify the Company of the serial numbers or
other identifying attributes of the Securities so selected. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than the minimum denomination for the Series. Securities and portions of them it selects
shall be in amounts equal to a permissible denomination for the Series. Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption.


 


Unless otherwise provided
in the Authorizing Resolution or supplemental indenture relating to a Series, if any Security selected for partial redemption is
converted into or exchanged for Common Stock or other securities, cash or other property in part before termination of the conversion
or exchange right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during a selection
of Securities to be redeemed shall be treated by the Trustee as outstanding for the purpose of such selection.


 




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Section 3.03.   Notice of Redemption.


 


At least 30 days but
not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail, postage prepaid,
to each Holder of Securities to be redeemed.


 


The notice shall identify
the Securities (including the Series) to be redeemed and shall state:


 


		(1)	the redemption date;



 


		(2)	the redemption price or the formula pursuant to which such price will be calculated;



 


		(3)	if any Security is being redeemed in part, the portion of the principal amount of such Security
to be redeemed and that, after the redemption date, upon surrender of such Security, a new Security or Securities in principal
amount equal to the unredeemed portion shall be issued upon cancellation of the original Security;



 


		(4)	in the case of Securities of a Series that are convertible or exchangeable into shares of the Company’s
common stock or other securities, cash or other property, the conversion or exchange price or rate, the date or dates on which
the right to convert or exchange the principal of the Securities of such Series to be redeemed will commence or terminate and the
place or places where such Securities may be surrendered for conversion or exchange;



 


		(5)	the name and address of the Paying Agent;



 


		(6)	that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption
price;



 


		(7)	The CUSIP number(s) for such Securities;



 


		(8)	that interest on Securities called for redemption ceases to accrue on and after the redemption
date; and



 


		(9)	that the Securities are being redeemed pursuant to the mandatory redemption or the optional redemption
provisions, as applicable.



 


At the Company’s
request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however,
that the Company shall deliver to the Trustee at least 15 days prior to the date on which notice of redemption is to be mailed
or such shorter period as may be satisfactory to the Trustee, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.


 




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Section 3.04.   Effect of Notice
of Redemption.


 


Once notice of redemption
is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price as set forth
in the notice of redemption. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price, plus accrued
and unpaid interest to the redemption date.


 


Section 3.05.   Deposit of Redemption
Price.


 


On or before the redemption
date, the Company shall deposit with the Paying Agent immediately available funds in the applicable currency sufficient to pay
the redemption price of and accrued interest on all Securities to be redeemed on that date.


 


Section 3.06.   Securities Redeemed
in Part.


 


Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for each Holder a new Security
of the same Series equal in principal amount to the unredeemed portion of the Security surrendered.


 


ARTICLE 4



COVENANTS


 


Section 4.01.   Payment of Securities.


 


The Company shall pay
the principal of and interest on a Series of Securities on the dates, in the currency and in the manner provided in the Securities
of the Series. An installment of principal or interest shall be considered paid on the date it is due if the Paying Agent holds
on that date money in the applicable currency designated for and sufficient to pay the installment.


 


The Company shall pay
interest on overdue principal at the rate borne by the Series; it shall pay interest on overdue installments of interest at the
same rate.


 


Section 4.02.   Maintenance of Office
or Agency.


 


The Company shall maintain
the office or agency required under Section 2.03. The Company shall give prior written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served at the address of the Trustee.


 


Section 4.03.   Compliance Certificate.


 


The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company an Officers’ Certificate stating whether
or not the signers know of any continuing Default by the Company in performing any of its obligations under this Indenture. If
they do know of such a Default, the certificate shall describe the Default.


 




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Section 4.04.   Payment of Taxes;
Maintenance of Corporate Existence.


 


The Company will:


 


(a)      cause to be
paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Restricted
Subsidiaries or upon the income or profits of the Company and its Restricted Subsidiaries or upon Property or any part thereof
belonging to the Company and its Restricted Subsidiaries before the same shall be in default, as well as all lawful claims for
labor, materials and supplies which, if unpaid, might become a lien or charge upon such Property or any part thereof; provided,
however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or
claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment
thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company to pay all obligations
under this Indenture when due; and provided further that the Company shall not be required to cause to be paid or discharged
any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the
Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely
affect the ability of the Company to pay all obligations under this Indenture when due; and


 


(b)      cause to be
done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its
Restricted Subsidiaries and to comply with all applicable laws; provided, however, that nothing in this paragraph (b)
shall prevent a consolidation or merger of the Company or any Subsidiary not prohibited by the provisions of Article Five, Article
Nine or any other provision of this Indenture pertaining to a Series, and the Company may discontinue the corporate existence of
any Restricted Subsidiary, or fail to comply with any such applicable laws, if, in the Company’s judgment, such discontinuance
or non-compliance does not materially adversely affect the ability of the Company to pay all obligations under this Indenture when
due.


 


Section 4.05.   Waiver of Stay, Extension
or Usury Laws.


 


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


 




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ARTICLE 5



SUCCESSOR CORPORATION


 


Section 5.01.   When Company May
Merge, etc.


 


The Company will not
consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets (including
by way of liquidation or dissolution), to any Person (in each case other than in a transaction in which the Company is the survivor
of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless:


 


(1)      the Person formed
by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition
will be made (collectively, the “Successor”), is a corporation or other legal entity organized and existing under the
laws of the United States or any state thereof or the District of Columbia, and the Successor assumes by supplemental indenture
in a form reasonably satisfactory to the Trustee all of the obligations of the Company under the Securities and the Indenture,
and


 


(2)      immediately
after giving effect to such transaction, no Default or Event of Default has occurred and is continuing.


 


The foregoing provisions shall not apply
to a transaction the purpose of which is to change the state of incorporation of the Company.


 


Upon any such consolidation, merger, sale,
lease, conveyance or other disposition, the Successor will be substituted for the Company under the Indenture. The Successor may
then exercise every power and right of the Company under this Indenture, and the Company will be released from all of its liabilities
and obligations in respect of the Securities and the Indenture.


 


ARTICLE 6



DEFAULTS AND REMEDIES


 


Section 6.01.   Events of Default.


 


An “Event of Default”
on a Series occurs if, voluntarily or involuntarily, whether by operation of law or otherwise, any of the following occurs:


 


		(1)	the failure by the Company to pay interest on any Security of such Series when the same becomes
due and payable and the continuance of any such failure for a period of 30 days;



 


		(2)	the failure by the Company to pay the principal of any Security of such Series when the same becomes
due and payable at maturity, upon acceleration, redemption or otherwise;



 




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		(3)	the failure by the Company or any Restricted Subsidiary to comply with any of its agreements or
covenants in, or provisions of, the Securities of such Series or this Indenture (as they relate thereto) and such failure continues
for the period and after the notice specified below (except in the case of a default with respect to Article Five (or any other
provision specified in the applicable supplemental indenture or Authorizing Resolution), which will constitute Events of Default
with notice but without passage of time);



 


		(4)	the Company or any Restricted Subsidiary that is a Significant Subsidiary pursuant to or within
the meaning of any Bankruptcy Law:



 


		(A)	commences a voluntary case,



 


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



 


		(C)	consents to the appointment of a Custodian of it or for all or substantially all of its Property,
or



 


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



 


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



 


		(A)	is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary
as debtor in an involuntary case,



 


		(B)	appoints a Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary
or a Custodian for all or substantially all of the Property of the Company that is a Significant Subsidiary, or



 


		(C)	orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary,



 


and the order or decree remains unstayed
and in effect for 60 days.


 


A Default as described
in subclause (3) above will not be deemed an Event of Default until the Trustee notifies the Company, or the Holders of
at least 25 percent in principal amount of the then outstanding Securities of the applicable Series notify the Company and the
Trustee, of the Default and (except in the case of a default with respect to Article Five (or any other provision specified in
the applicable supplemental indenture or Authorizing Resolution)) the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of
Default.” If such a Default is cured within such time period, it ceases to exist, without any action by the Trustee or any
other Person.


 


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


 




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Section 6.02.   Acceleration.


 


If an Event of Default
(other than an Event of Default with respect to the Company resulting from subclause (4) or (5) above), shall have
occurred and be continuing under the Indenture, the Trustee by notice to the Company, or the Holders of at least 25 percent in
principal amount of the Securities of the applicable Series then outstanding by notice to the Company and the Trustee, may declare
all Securities of such Series to be due and payable immediately. Upon such declaration of acceleration, the amounts due and payable
on the Securities of such Series will be due and payable immediately. If an Event of Default with respect to the Company specified
in subclauses (4) or (5) above occurs, all amounts due and payable on all the Securities of such Series will ipso
facto become and be immediately due and payable without any declaration, notice or other act on the part of the Trustee or any
Holder.


 


Holders of a majority
in principal amount of the then outstanding Securities of such Series may rescind an acceleration with respect to such Series and
its consequence (except an acceleration due to nonpayment of principal or interest) if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (other than the non-payment of accelerated principal) have been cured
or waived.


 


No such rescission
shall extend to or shall affect any subsequent Event of Default, or shall impair any right or power consequent thereon.


 


Section 6.03.  Other Remedies.


 


If an Event of Default
on a Series occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect
the payment of principal of or interest on the Series or to enforce the performance of any provision in the Securities or this
Indenture applicable to the Series.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.


 


Section 6.04.   Waiver of Existing
Defaults.


 


Subject to Section
9.02, the Holders of a majority in principal amount of the outstanding Securities of a Series on behalf of all the Holders
of the Series by notice to the Trustee may waive an existing Default on such Series and its consequences. When a Default is waived,
it is cured and stops continuing, and any Event of Default arising therefrom shall be deemed to have been cured; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent thereon.


 




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Section 6.05.    Control
by Majority.


 


The Holders of a majority
in principal amount of the outstanding Securities of a Series may 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 it with respect to such Series. The Trustee,
however, may refuse to follow any direction (i) that conflicts with law or this Indenture, (ii) that, subject to Section 7.01,
the Trustee determines is unduly prejudicial to the rights of other Securityholders, (iii) that would involve the Trustee in personal
liability, if there shall be reasonable grounds for believing that adequate indemnity against such liability is not reasonably
assured to it, or (iv) if the Trustee shall not have been provided with indemnity satisfactory to it.


 


Section 6.06.    Limitation
on Suits.


 


A Securityholder of
a Series may not pursue any remedy with respect to this Indenture or the Series unless:


 


		(1)	the Holder gives to the Trustee written notice of a continuing Event of Default on the Series;



 


		(2)	the Holders of at least a majority in principal amount of the outstanding Securities of the Series
make a written request to the Trustee to pursue the remedy;



 


		(3)	such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;



 


		(4)	the Trustee does not comply with the request within 60 days after receipt of the request and the
offer of indemnity; and



 


		(5)	no written request inconsistent with such written request shall have been given to the Trustee
pursuant to this Section 6.06.



 


A Securityholder may
not use this Indenture to prejudice the rights of another Holder of Securities of the same Series or to obtain a preference or
priority over another Holder of Securities of the same Series.


 


Section 6.07.    Rights
of Holders to Receive Payment.


 


Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on any Security, on
or after the respective due dates expressed in the Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.


 


Section 6.08.    Collection
Suit by Trustee.


 


If an Event of Default
in payment of interest or principal specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal and interest
remaining unpaid.


 




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Section 6.09.    Trustee
May File Proofs of Claim.


 


The Trustee may file
such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel)
and the Securityholders allowed in any judicial proceedings relative to the Company or its creditors or Property, and unless prohibited
by applicable law or regulation, may vote on behalf of the Holders in any election of a Custodian, and shall be entitled and empowered
to collect and receive any moneys or other Property payable or deliverable on any such claims and to distribute the same and any
Custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee. Nothing
herein shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder
any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder or to authorize
the Trustee to vote in respect of the claim of any Securityholder except as aforesaid for the election of the Custodian.


 


Section 6.10.    Priorities.


 


If the Trustee collects
any money pursuant to this Article with respect to Securities of any Series, it shall pay out the money in the following order:


 





	First:	to the Trustee for amounts due under Section 7.07;
	 	 
	Second:	to Securityholders of the Series for amounts due and unpaid on the Series for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Series for principal and interest, respectively; and
	 	 
	Third:	to the Company as its interest may appear.













 


The Trustee may fix
a record date and payment date for any payment to Securityholders pursuant to this Section 6.10.


 


Section 6.11.    Undertaking
for Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it
as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having the due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in principal amount of the Series.


 




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ARTICLE 7


 


TRUSTEE


 


Section 7.01.    Duties
of Trustee.


 


(a)       If
an Event of Default has occurred and is continuing with respect to Securities of any Series, the Trustee shall, prior to the receipt
of directions from the Holders of a majority in principal amount of the Securities of the Series, exercise its rights and powers
and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.


 


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


 


(1)       The
Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants
or obligations shall be read into this Indenture against the Trustee.


 


(2)       In
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. The Trustee, however, shall examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture but need not confirm or investigate the accuracy of mathematical calculations or other facts or
matters stated therein.


 


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


 


(1)       This
paragraph does not limit the effect of paragraph (b) of this Section.


 


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


 


(3)       The
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05 or any other direction of the Holders permitted hereunder.


 


(d)       Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraph s (a), (b) and (c)
of this Section.


 


(e)       The
Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any
loss, liability or expense.


 


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


 




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


 


Section 7.02.    Rights
of Trustee.


 


Subject to Section
7.01:


 


(a)       The
Trustee may rely and shall be protected in acting or refraining from acting on any document, resolution, certificate, instrument,
report, or direction believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document, resolution, certificate, instrument, report, or direction.


 


(b)      Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both, which
shall conform to Sections 11.04 and 11.05 hereof and containing such other statements as the Trustee reasonably deems
necessary to perform its duties hereunder. The Trustee shall not be liable for any action it takes or omits to take in good faith
in reliance on the Officers’ Certificate, Opinion of Counsel or any other direction of the Company permitted hereunder.


 


(c)       The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.


 


(d)       The
Trustee shall not be liable for any action taken, suffered or omitted 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.


 


(e)       The
Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel as to matters of law shall be
full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.


 


(f)        Unless
otherwise specifically provided in the Indenture, any demand, request, direction or notice from the Company shall be sufficient
if signed by an Officer of the Company.


 


(g)       For
all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Event of Default (other than
under Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and working in the Trustee’s corporate
trust office has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee at its address
specified in Section 11.02 hereof and such notice references the Securities generally, the Company or this Indenture.


 




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Section 7.03.    Individual
Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its affiliates
with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, must
comply with Sections 7.10 and 7.11.


 


Section 7.04.    Trustee’s
Disclaimer.


 


The Trustee makes no
representation as to the validity or adequacy of this Indenture, the Securities or of any prospectus used to sell the Securities
of any Series; it shall not be accountable for the Company’s use of the proceeds from the Securities; it shall not be accountable
for any money paid to the Company, or upon the Company’s direction, if made under and in accordance with any provision of
this Indenture; it shall not be responsible for the use or application of any money received by any Paying Agent other than the
Trustee; and it shall not be responsible for any statement of the Company in this Indenture or in the Securities other than its
certificate of authentication.


 


Section 7.05.    Notice
of Defaults.


 


If a Default on a Series
occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder of the Series notice
of the Default (which shall specify any uncured Default known to it) within 90 days after it occurs. Except in the case of a default
in payment of principal of or interest on a Series, the Trustee may withhold the notice if and so long as the board of directors
of the Trustee, the executive or any trust committee of such directors and/or responsible officers of the Trustee in good faith
determine(s) that withholding the notice is in the interests of Holders of the Series.


 


Section 7.06.   Reports
by Trustee to Holders.


 


Within 60 days after
each [__________] beginning with the [__________] following the date of this Base Indenture, the Trustee shall mail to each Securityholder
a brief report dated as of such May 15 that complies with TIA § 313(a) (but if no event described in TIA § 313(1)
through (8) has occurred within the twelve months preceding the reporting date no report in relation thereto need be transmitted).
The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports if and as required
by TIA § 313(c).


 


A copy of each report
at the time of its mailing to Securityholders shall be delivered to the Company and filed by the Trustee with the SEC and each
national securities exchange on which the Securities are listed. The Company agrees to notify the Trustee of each national securities
exchange on which the Securities are listed.


 


Section 7.07.   Compensation
and Indemnity.


 


The Company shall pay
to the Trustee from time to time reasonable compensation for their respective services subject to any written agreement between
the Trustee and the Company. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred
by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company
shall indemnify the Trustee, its officers, directors, employees and agents and hold it harmless against any loss, liability or
expense incurred or made by or on behalf of it in connection with the administration of this Indenture or the trust hereunder and
its duties hereunder including the costs and expenses of defending itself against or investigating any claim in the premises. The
Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company need not reimburse any expense
or indemnify against any loss or liability incurred by the Trustee through the Trustee’s, or its officers’, directors’,
employees’ or agents’ negligence or bad faith.


 




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Unless otherwise provided
in any supplemental indenture or Authorizing Resolution relating to any Series, to ensure the Company’s payment obligations
in this Section, the Trustee shall have a claim prior to the Securities of all Series on all money or Property held or collected
by the Trustee, except that held in trust to pay principal of or interest on particular Securities. When the Trustee incurs expenses
or renders services in connection with an Event of Default specified in Section 6.01 or in connection with Article Six hereof,
the expenses (including the reasonable fees and expenses of its counsel) and the compensation for services in connection therewith
are to constitute expenses of administration under any Bankruptcy Law.


 


Section 7.08.    Replacement
of Trustee.


 


The Trustee may resign
with respect to Securities of any or all Series by so notifying the Company. The Holders of a majority in principal amount of the
outstanding Securities (or of the relevant Series) may remove the Trustee by so notifying the removed Trustee in writing and may
appoint a successor trustee with the Company’s consent. Such resignation or removal shall not take effect until the appointment
by the Securityholders of the relevant Series or the Company as hereinafter provided of a successor trustee and the acceptance
of such appointment by such successor trustee. The Company may remove the Trustee and any Securityholder may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee for any or no reason, including
if:


 


		(1)	the Trustee fails to comply with Section 7.10 after written request by the Company or any
bona fide Securityholder who has been a Securityholder for at least six months;



 


		(2)	the Trustee is adjudged a bankrupt or an insolvent;



 


		(3)	a receiver or other public officer takes charge of the Trustee or its Property; or



 


		(4)	the Trustee becomes incapable of acting.



 


If the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor trustee
with respect to the Securities of the relevant Series. If a successor trustee does not take office within 45 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or any Holder may petition any court of competent jurisdiction
for the appointment of a successor trustee.


 


A successor trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all Property held by it as Trustee to the successor trustee, the resignation or removal of the retiring
Trustee shall become effective, and the successor trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor trustee shall mail notice of its succession to each Securityholder.


 




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Section 7.09.    Successor
Trustee by Merger, etc.


 


If the Trustee consolidates
with, merges with or into or converts into, or transfers all or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor trustee.


 


Section 7.10.    Eligibility;
Disqualification.


 


This Indenture shall
always have a Trustee who satisfies the requirements of TIA § 310(a)(1). The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply
with TIA § 310(b).


 


Section 7.11.    Preferential
Collection of Claims Against Company.


 


The Trustee shall comply
with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or
been removed shall be subject to TIA § 311(a) to the extent indicated therein.


 


ARTICLE 8


 


DISCHARGE OF INDENTURE


 


Section 8.01.    Defeasance
upon Deposit of Moneys or Government Obligations; Discharge.


 


(a)       The
Company may, at its option and at any time, elect to have either paragraph (b) or paragraph (c) below be applied
to the outstanding Securities of any Series upon compliance with the applicable conditions set forth in paragraph (d).


 


(b)       Upon
the exercise under paragraph (a) of the option applicable to this paragraph (b) with respect to any Series,
the Company shall be deemed to have been released and discharged from its obligations with respect to the outstanding Securities
of the Series on the date the applicable conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Securities of a Series, which shall thereafter be deemed to be “outstanding” only for
the purposes of the Sections and matters under this Indenture referred to in (i) and (ii) below, and the Company shall be deemed
to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned,
except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding
Securities of a Series to receive solely from the trust fund described in paragraph (d) below and as more fully set forth
in such paragraph, payments in respect of the principal of and interest on such Securities when such payments are due and (ii)
obligations listed in Section 8.02, subject to compliance with this Section 8.01. The Company may exercise its option
under this paragraph (b) with respect to a Series notwithstanding the prior exercise of its option under paragraph (c)
below with respect to the Securities of the Series.


 




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(c)       Upon
the exercise under paragraph (a) of the option applicable to this paragraph (c) with respect to a Series, the
Company shall be released and discharged from the obligations under any covenant contained in Article Five and Section 4.04 (but
only to the extent it applies to Restricted Subsidiaries) and any other covenant contained in or referenced in the Authorizing
Resolution or supplemental indenture relating to such Series (to the extent such release and discharge shall not be prohibited
thereby), on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”),
and the Securities of such Series shall thereafter be deemed to be not “outstanding” for the purpose of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means
that, with respect to the outstanding Securities of a Series, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(3) or
otherwise, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.


 


(d)       The
following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding
Securities of the applicable Series:


 


(1)       The
Company shall have irrevocably deposited in trust with the Trustee (or another qualifying trustee), pursuant to an irrevocable
trust and security agreement in form and substance reasonably satisfactory to the Trustee, money in the currency in which the Securities
of such Series are payable or Government Obligations or a combination thereof in such amounts and at such times as are sufficient,
in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and interest on the outstanding
Securities of such Series to maturity or redemption; provided, however, that the Trustee (or other qualifying trustee) shall
have received an irrevocable written order from the Company instructing the Trustee (or other qualifying trustee) to apply such
money or the proceeds of such Government Obligations to said payments with respect to the Securities of such Series to maturity
or redemption;


 


(2)       No
Default or Event of Default (other than a Default or Event of Default resulting from non-compliance with any covenant from which
the Company is released upon effectiveness of such Legal Defeasance or Covenant Defeasance pursuant to paragraph (b) or
(c) hereof, as applicable) shall have occurred and be continuing on the date of such deposit or result therefrom;


 


(3)       Such
deposit will not result in a breach or violation of, or constitute a default under, any other material instrument or agreement
to which the Company or any of any of its Restricted Subsidiaries is a party or by which it or any of their Property is bound;


 




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(4)       (i)
In the event the Company elects paragraph (b) hereof, the Company shall deliver to the Trustee an Opinion of Counsel in
the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that (A) it has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date pertaining to such Series, there
has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall state that, or (ii) in the event the Company elects paragraph (c) hereof, the Company shall deliver to the
Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect
that, in the case of clauses (i) and (ii), and subject to customary assumptions and exclusions, Holders of the Securities
of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and the defeasance
contemplated hereby and will be subject to federal income tax in the same amounts and in the same manner and at the same times
as would have been the case if such deposit and defeasance had not occurred;


 


(5)       The
Company shall have delivered to the Trustee an Officers’ Certificate, stating that the deposit under clause (1) was
not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of
the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others;


 


(6)       the
Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and qualifications) to the
effect that, assuming no intervening bankruptcy of the Company between the date of deposit and the 123rd day following the deposit
and assuming that no Holder is an “insider” of the Company under applicable Bankruptcy Law, after the 123rd day following
the deposit, the trust funds shall not be subject to the effect of Section 547 of the United States Bankruptcy Code or any analogous
New York State law provision; and


 


(7)       The
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent specified herein relating to the defeasance contemplated by this Section 8.01 have been complied with.


 


In the event all or
any portion of the Securities of a Series are to be redeemed through such irrevocable trust, the Company must make arrangements
satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the
Trustee in the name and at the expense of the Company.


 


(e)       In
addition to the Company’s rights above under this Section 8.01, the Company may terminate all of its obligations under
this Indenture with respect to a Series, when:


 


(1)       All
Securities of such Series theretofore authenticated and delivered (other than Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.07 and Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust) have been delivered to the Trustee for cancellation or all such Securities not theretofore delivered to the Trustee
for cancellation (A) have become due and payable, (B) will become due and payable at maturity within one year or (C) are to be
called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense, of the Company, and in each such case, the Company has irrevocably deposited or caused
to be deposited with the Trustee (or another qualifying trustee) as trust funds in trust solely for that purpose an amount of money
in the currency in which the Securities of such Series are payable or Government Obligations or a combination thereof sufficient
to pay and discharge the entire Indebtedness on the Securities of such Series not theretofore delivered to the Trustee for cancellation,
for principal of and interest on the Securities of such Series, on the date of such deposit or to the maturity or redemption date,
as the case may be;


 




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


 


(3)       The
Company has delivered irrevocable instructions to the Trustee (or such other qualifying trustee), to apply the deposited money
toward the payment of the Securities of such Series at maturity or redemption, as the case may be; and


 


(4)       The
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, stating that all conditions precedent
specified in this Section 8.01(e) relating to the satisfaction and discharge of this Indenture have been complied with.


 


Section 8.02.    Survival
of Obligations.


 


Notwithstanding the
satisfaction and discharge of this Indenture under Section 8.01, the Company’s obligations in Sections 2.03
through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05, however, shall survive until the Securities
of an applicable Series are no longer outstanding. Thereafter, the Company’s obligations in Sections 7.07, 8.04
and 8.05 shall survive (as they relate to such Series).


 


Section 8.03.    Application
of Trust Money.


 


The Trustee shall hold
in trust money or Government Obligations deposited with it pursuant to Section 8.01. It shall apply the deposited money
and the money from Government Obligations in accordance with this Indenture to the payment of principal of and interest on the
Securities of the defeased Series.


 


Section 8.04.    Repayment
to the Company.


 


The Trustee and the
Paying Agent shall promptly pay to the Company upon request any excess money or securities held by them at any time. The Trustee
and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that
remains unclaimed for two years, provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published once in a newspaper of general circulation in the City
of New York or mail to each such Holder notice that such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining
will be repaid to the Company. After payment to the Company, Securityholders entitled to the money must look to the Company for
payment as general creditors unless applicable abandoned property law designates another person and all liability of the Trustee
or such Paying Agent with respect to such money shall cease.


 




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Section 8.05.    Reinstatement.


 


If the Trustee is unable
to apply any money or Government Obligations in accordance with Section 8.01 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the Company’s obligations under this Indenture and the Securities relating to the Series shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee is permitted to apply all such
money or Government Obligations in accordance with Section 8.01; provided, however, that (a) if the Company
has made any payment of interest on or principal of any Securities of the Series because of the reinstatement of its obligations
hereunder, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money
or Government Obligations held by the Trustee and (b) unless otherwise required by any legal proceeding or any order or judgment
of any court or governmental authority, the Trustee shall return all such money or Government Obligations to the Company promptly
after receiving a written request therefor at any time, if such reinstatement of the Company’s obligations has occurred and
continues to be in effect.


 


ARTICLE 9



AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


Section 9.01.     Without
Consent of Holders.


 


The Company and the
Trustee may amend or supplement this Indenture or the Securities of a Series without notice to or consent of any Securityholder
of such Series:


 


(1)         to
cure any ambiguity, omission, defect or inconsistency;


 


(2)         to
comply with Article Five;


 


(3)         to
provide that specific provisions of this Indenture shall not apply to a Series not previously issued or to make a change to specific
provisions of this Indenture that only applies to any Series not previously issued or to additional Securities of a Series not
previously issued;


 


(4)         to
create a Series and establish its terms;


 


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


 


(6)         to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; and


 


(7)         to
make any other change that does not adversely affect the rights of Securityholders.


 


After an amendment
under this Section 9.01 becomes effective, the Company shall mail notice of such amendment to the Securityholders.


 




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Section 9.02.     With
Consent of Holders.


 


The Company and the
Trustee may amend or supplement this Indenture or the Securities of a Series without notice to any Securityholder of such Series
but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series
affected by the amendment (including consents obtained in connection with a purchase of, or tender offer or exchange offer for,
Securities of such Series). Each such Series shall vote as a separate class. The Holders of a majority in principal amount of the
outstanding Securities of any Series may waive compliance by the Company with any provision of the Securities of such Series or
of this Indenture relating to such Series without notice to any Securityholder (including any waiver granted in connection with
a purchase of, or tender offer or exchange offer for, Securities of such Series). Without the consent of each Holder of a Security
of a Series affected thereby, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04,
may not:


 


(1)         reduce
the amount of Securities of the relevant Series whose Holders must consent to an amendment, supplement or waiver;


 


(2)         reduce
the rate of or change the time for payment of interest, including defaulted interest, on any Security;


 


(3)         reduce
the principal of or change the fixed maturity of any Security or alter the provisions (including related definitions) with respect
to redemption of any Security pursuant to Article Three hereof or with respect to any obligations on the part of the Company
to offer to purchase or to redeem Securities of a Series pursuant to the Authorizing Resolution or supplemental indenture pertaining
to such Series;


 


(4)         make
any change that adversely affects any right of a Holder to convert or exchange any Security into or for shares of the Company’s
common stock or other securities, cash or other property in accordance with the terms of such Security;


 


(5)         modify
the ranking or priority of the Securities of the relevant Series;


 


(6)         make
any change in Sections 6.04, 6.07 or this Section 9.02;


 


(7)         waive
a continuing Default or Event of Default in the payment of the principal of or interest on any Security; or


 


(8)         make
any Security payable at a place or in money other than that stated in the Security, or impair the right of any Securityholder to
bring suit as permitted by Section 6.07.


 


An amendment of a provision
included solely for the benefit of one or more Series does not affect the interests of Securityholders of any other Series.


 


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


 




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Section 9.03.    Compliance
with Trust Indenture Act.


 


Every amendment to
or supplement of this Indenture or any Securities shall comply with the TIA as then in effect.


 


Section 9.04.    Revocation
and Effect of Consents.


 


A consent to an amendment,
supplement or waiver by a Holder shall bind the Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security.
Unless otherwise provided in the consent or the consent solicitation statement or other document describing the terms of the consent,
any Holder or subsequent Holder may revoke the consent as to its Security or portion of a Security. Any revocation of a consent
by the Holder of a Security or any such subsequent Holder shall be effective only if the Trustee receives the notice of revocation
before the date on which the Trustee receives an Officers’ Certificate from the Company certifying that the requisite number
of consents have been received.


 


The Company may, but
shall not be obligated to, fix a record date for the purpose of determining the Holders of Securities of any Series entitled to
consent to any amendment, supplement or waiver, which record date shall be at least 10 days prior to the first solicitation of
such consent. If a record date is fixed, and if Holders otherwise have a right to revoke their consent under the consent or the
consent solicitation statement or other document describing the terms of the consent, then notwithstanding the second to last sentence
of the immediately preceding paragraph , those Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more than 90 days after such record date.


 


An amendment, supplement
or waiver with respect to a Series becomes effective upon the (i) receipt by the Company or the Trustee of the requisite consents,
(ii) satisfaction of any conditions to effectiveness as set forth in this Indenture or any indenture supplemental hereto containing
such amendment, supplement or waiver and (iii) execution of such amendment, supplement or waiver (or the related supplemental indenture)
by the Company and the Trustee. After an amendment, supplement or waiver with respect to a Series becomes effective, it shall bind
every Holder of such Series, unless it makes a change described in any of clauses (1) through (9) of Section 9.02,
in which case, the amendment, supplement or waiver shall bind a Holder of a Security who is affected thereby only if it has consented
to such amendment, supplement or waiver and every subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder’s Security; provided that no such waiver shall impair or affect the right of any Holder
to receive payment of principal of and interest on a Security, on or after the respective due dates expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.


 




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Section 9.05.    Notation
on or Exchange of Securities.


 


If an amendment, supplement
or waiver changes the terms of a Security, the Company may require the Holder of the Security to deliver it to the Trustee, at
which time the Trustee shall place an appropriate notation on the Security about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms.


 


Section 9.06.    Trustee
to Sign Amendments, etc.


 


Subject to Section
7.02(b), the Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article if the amendment, supplement
or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but
need not sign it. In signing or refusing to sign such amendment or supplemental indenture, the Trustee shall be entitled to receive
and shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that
such amendment, supplement or waiver is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that
it will be valid and binding upon the Company in accordance with its terms.


 


ARTICLE 10


 


SECURITIES IN FOREIGN
CURRENCIES


 


Section 10.01.  Applicability
of Article.


 


Whenever this Indenture
provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any Series in which not
all of such Securities are denominated in the same currency, or (ii) any distribution to Holders of Securities, in the absence
of any provision to the contrary pursuant to this Indenture or the Securities of any particular Series, any amount in respect of
any Security denominated in a Foreign Currency shall be treated for any such action or distribution as that amount of Dollars that
could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Securities of
such Series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date,
such other date reasonably proximate to the date of such action, determination of rights or distribution) as the Company may specify
in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine.


 


ARTICLE 11


 


MISCELLANEOUS


 


Section 11.01. Trust
Indenture Act Controls.


 


If any provision of
this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.


 




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Section 11.02.  Notices.


 


Any order, consent,
notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage
prepaid, addressed as follows:


 


if to the Company:


 


New York REIT, Inc.

405 Park Avenue

New York, New York 10022

Attention: Legal Department


 


if to the Trustee:


 


[   ]


[   ]


[   ]


[   ]


 


Attention: [   ]


 


The Company or the
Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication
mailed to a Securityholder shall be mailed to him by first class mail at his address as it appears on the registration books of
the Registrar and shall be sufficiently given to him if so mailed within the time prescribed.


 


Failure to mail a notice
or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.
If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it
except that notice to the Trustee shall only be effective upon receipt thereof by the Trustee.


 


If the Company mails
notice or communications to the Securityholders, it shall mail a copy to the Trustee at the same time.


 


Section 11.03.  Communications
by Holders with Other Holders.


 


Securityholders may
communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).


 


Section 11.04.  Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 




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		(1)	an Officers’ Certificate (which shall include the statements set forth in Section 11.05)
stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and



 


		(2)	an Opinion of Counsel (which shall include the statements set forth in Section 11.05)
stating that, in the opinion of such counsel, all such conditions precedent and covenants, compliance with which constitutes a
condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with
and that any such section does not conflict with the terms of this Indenture.



 


Section 11.05.  Statements
Required in Certificate or Opinion.


 


Each certificate or
opinion with respect to compliance with a condition or covenant provided for 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.



 


Section 11.06.  Rules
by Trustee and Agents.


 


The Trustee may make
reasonable rules for action by or a meeting of Securityholders. The Registrar or Paying Agent may make reasonable rules for its
functions.


 


Section 11.07. Legal
Holidays.


 


A “Legal Holiday”
is a Saturday, a Sunday, a legal holiday or a day on which banking institutions in New York, New York are not required to be open.
If a payment date is a Legal Holiday, payment may be made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If this Indenture provides for a time period that ends or requires performance of any
non-payment obligation by a day that is not a Business Day, then such time period shall instead be deemed to end on, and such obligation
shall instead be performed by, the next succeeding Business Day. A “Business Day” is any day other than a Legal
Holiday.


 




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Section 11.08. Governing
Law.


 


The laws of the State
of New York shall govern this Indenture and the Securities of each Series.


 


Section 11.09. No
Adverse Interpretation of Other Agreements.


 


This Indenture may
not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.


 


Section 11.10. No
Recourse Against Others.


 


All liability described
in Paragraph 12 of the Securities of any director, officer, employee or stockholder, as such, of the Company.


 


Section 11.11. Successors
and Assigns.


 


All covenants and agreements
of the Company in this Indenture and the Securities shall bind its successors and assigns. All agreements of the Trustee in this
Indenture shall bind its successors and assigns.


 


Section 11.12. Duplicate
Originals.


 


The parties may sign
any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.


 


Section 11.13. Severability.


 


In case any one or
more of the provisions contained in this Indenture or in the Securities of a 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.


 




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SIGNATURES


 


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


 


NEW YORK REIT,
INC.


 


	By:	 	 
	Name:	 
	Title:	 


 


[___________________], as Trustee


 


	By:	 	 
	Name:	 
	Title:	 


 




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EXHIBIT
A


 


No. _________ CUSIP/ISIN No.:__________


 


[Title of Security]


 


NEW YORK REIT, INC.

a Maryland corporation


 


promises to pay to _____________________________________________or
registered assigns the principal sum of_________________________ [Dollars]*
on ______________________ Interest Payment Dates: _______________________ and ____________________________ Record Dates: ___________________________and
_______________________________ Authenticated: Dated:


 


NEW YORK REIT, INC.


 


	By:	 	 
	Title:	 


 


[___________________], as Trustee, certifies
that this is one of the Securities referred to in the within mentioned Indenture.


 


	By:	 	 
	Authorized Signatory	 


 


 





 






		*	Or other currency. Insert corresponding provisions on reverse side of Security in respect of foreign
currency denomination or interest payment requirement.



 




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NEW YORK REIT, INC.


 


[Title of Security]


 


NEW YORK REIT, INC., a Maryland corporation (together with its successors and assigns, the “Company”), issued
this Security under an Indenture dated as of __________________, (as amended, modified or supplemented from time to time in accordance
therewith, the “Base Indenture”), as supplemented by the Supplemental Indenture dated as of __________________ (the
“Supplemental Indenture” and together with the Base Indenture, the “Indenture”), by and among the Company
and [_________________], as trustee (in such capacity, the “Trustee”), to which reference is hereby made for a statement
of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders and of the
terms upon which the Securities are, and are to be, authorized and delivered. All terms used in this Security that are defined
in the Indenture shall have the meanings assigned to them therein.


 


1.            Interest.


 


The Company promises
to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually
on _________________ and _____________________ of each year, commencing, ___________________, __________, until the principal is
paid or made available for payment. Interest on the Securities will accrue from the most recent date to which interest has been
paid or duly provided for or, if no interest has been paid, from _________________, ________, provided that, if there is
no existing default in the payment of interest, and if this Security is authenticated between a record date referred to on the
face hereof and the next succeeding interest payment date, interest shall accrue from such interest payment date. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.


 


2.            Method
of Payment.


 


The Company will pay
interest on the Securities (except defaulted interest, if any, which will be paid on such special payment date to Holders of record
on such special record date as may be fixed by the Company) to the persons who are registered Holders of Securities at the close
of business on the [Insert record dates] immediately preceding the interest payment date. Holders must surrender Securities to
a Paying Agent to collect principal payments. The Company will pay principal and interest in money of [Insert applicable country
or currency] that at the time of payment is legal tender for payment of public and private debts.


 


3.            Paying
Agent and Registrar.


 


Initially, the Trustee
will act as Paying Agent and Registrar. The Company may change or appoint any Paying Agent, Registrar or co-Registrar without notice.
The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-Registrar.


 




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4.            Optional
Redemption.


 


The Company may redeem
the Securities at any time on or after ________________, in whole or in part, at the following redemption prices (expressed as
a percentage of their principal amount) together with interest accrued and unpaid to the date fixed for redemption:


 


If redeemed during the twelve-month
period commencing on _____________ and ending on _______________ in each of the following years __________ Percentage


 


[Insert provisions relating to redemption
at option of Holders, if any]


 


Notice of redemption
will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed
at its registered address. Securities in denominations larger than ____________ may be redeemed in part. On and after the redemption
date interest ceases to accrue on Securities or portions of them called for redemption, provided that if the Company shall
default in the payment of such Securities at the redemption price together with accrued interest, interest shall continue to accrue
at the rate borne by the Securities.


 


5.            Mandatory
Redemption.


 


The Company shall redeem
[   ]% of the aggregate principal amount of Securities originally issued under the Indenture on each of [   ],
which redemptions are calculated to retire [  ]% of the Securities originally issued prior to maturity. Such redemptions
shall be made at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption
date. The Company may reduce the principal amount of Securities to be redeemed pursuant to this Paragraph 5 by the principal
amount of any Securities previously redeemed, retired or acquired, otherwise than pursuant to this Paragraph 5, that the
Company has delivered to the Trustee for cancellation and not previously credited to the Company’s obligations under this
Paragraph 5. Each such Security shall be received and credited for such purpose by the Trustee at the redemption price and
the amount of such mandatory redemption payment shall be reduced accordingly.


 


6.            Denominations,
Transfer, Exchange.


 


The Securities are
in registered form only without coupons in denominations of _________ and integral multiples of __________ in excess thereof. A
Holder may transfer or exchange Securities by presentation of such Securities to the Registrar or a co-Registrar with a request
to register the transfer or to exchange them for an equal principal amount of Securities of other denominations. The Registrar
may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Security selected for redemption
or purchase, except the unredeemed or unpurchased part thereof if the Security is redeemed or purchased in part, or transfer or
exchange any Securities for a period of 15 days before a selection of Securities to be redeemed or purchased.


 




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7.            Persons
Deemed Owners.


 


The registered Holder
of this Security shall be treated as the owner of it for all purposes.


 


8.            Unclaimed
Money.


 


Subject to any applicable
abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for
the payment of principal or interest that remains unclaimed for two years, and thereafter, Holders entitled to the money must look
to the Company for payment as general creditors.


 


9.            Amendment,
Supplement, Waiver.


 


Subject to certain
exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the outstanding Securities of each Series affected by the amendment and any past default or compliance with
any provision relating to any Series of the Securities may be waived in a particular instance with the consent of the Holders of
a majority in principal amount of the outstanding Securities of such Series. Without the consent of any Securityholder, the Company
and the Trustee may amend or supplement the Indenture or the Securities in certain respects as specified in the Indenture.


 


10.         Successor
Corporation.


 


When a successor corporation
assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor corporation will be released
from those obligations.


 


11.         Trustee
Dealings With Company.


 


Subject to certain
limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates,
as if it were not Trustee, including owning or pledging the Securities.


 


12.         No
Recourse Against Others.


 


A director, officer,
employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting
a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.
The waiver may not be effective to waive liabilities under the federal securities laws.


 


13.         Discharge
of Indenture.


 


The Indenture contains
certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect as if set
forth herein.


 




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14.         Authentication.


 


This Security shall
not be valid until an authorized signatory of the Trustee signs the certificate of authentication on the other side of this Security.


 


15.         Abbreviations.


 


Customary abbreviations
may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift
to Minors Act).


 


16.         GOVERNING
LAW.


 


THIS SECURITY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


17.         CUSIP
and ISIN Numbers.


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be
printed on the Securities and has directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in
any notice of repurchase and reliance may be placed only on the other identification numbers placed thereon.


 


18.         Copies.


 


The Company will furnish
to any Holder upon written request and without charge a copy of the Indenture and the applicable Authorizing Resolution or supplemental
indenture. Requests may be made to: New York REIT, Inc., 405 Park Avenue, New York, New York 10022,
Attention: Legal Department.


 




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ASSIGNMENT FORM


 


If you the Holder want to assign this Security,
fill in the form below:


 


I or we assign and transfer this Security
to


 


________________________________________

(Insert assignee’s social security or tax ID number)


 


________________________________________


 


________________________________________


 


________________________________________


 


________________________________________

(Print or type assignee’s name, address, and zip code)


 


and irrevocably appoint


 


agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.


 


	Date:	 	 


 


	Your signature:	 	 


(Sign exactly as your name appears on the
other side of this Security)


 


	Signature Guarantee:	 	 


 




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