Exhibit 4.4


 


 



 


GRAMERCY PROPERTY
TRUST INC.


 


TO


 


[____________________________]


 


Indenture


 


Dated as of ____________


 


Senior Debt Securities


 


 



 




    	 



    	 



    

 


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

inclusive, of the Trust Indenture Act of 1939:


 





	Trust Indenture Act Section	 	Indenture Section
	§ 310(a)(1)	 	 	 	609
	(a)(2)	 	 	 	609
	(a)(3)	 	 	 	Not Applicable
	(a)(4)	 	 	 	Not Applicable
	(b)	 	 	 	608, 610
	§ 311(a)	 	 	 	613
	(b)	 	 	 	613
	§ 312(a)	 	 	 	701
	 	 	 	 	702
	(b)	 	 	 	702
	(c)	 	 	 	702
	§ 313(a)	 	 	 	703
	(b)	 	 	 	703
	(c)	 	 	 	703
	(d)	 	 	 	703
	§ 314(a)	 	 	 	704
	(a)(4)	 	 	 	101
	 	 	 	 	1004
	(b)	 	 	 	Not Applicable
	(c)(1)	 	 	 	102
	(c)(2)	 	 	 	102
	(c)(3)	 	 	 	Not Applicable
	(d)	 	 	 	Not Applicable
	(e)	 	 	 	102
	§ 315(a)	 	 	 	601
	(b)	 	 	 	602
	(c)	 	 	 	601
	(d)	 	 	 	601
	(e)	 	 	 	514
	§ 316(a)	 	 	 	101
	(a)(1)(A)	 	 	 	502, 512
	(a)(1)(B)	 	 	 	513
	(a)(2)	 	 	 	Not Applicable
	(b)	 	 	 	508
	(c)	 	 	 	104
	§ 317(a)(l)	 	 	 	503
	(a)(2)	 	 	 	504
	(b)	 	 	 	1003
	§ 318(a)	 	 	 	107







  


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


 




    	 



    	 



    

 





Table
of Contents







 


	 	 	Page
	 	 	 
	ARTICLE I	DEFINITIONS	1
	 	 	 	 
	SECTION 1.01	 	Definitions	1
	 	 	 	 
	SECTION 1.02	 	Compliance Certificates and Opinions	7
	 	 	 	 
	SECTION 1.03	 	Form of Documents Delivered to Trustee	7
	 	 	 	 
	SECTION 1.04	 	Acts of Holders; Record Dates	8
	 	 	 	 
	SECTION 1.05	 	Notices, Etc., to Trustee and Company	10
	 	 	 	 
	SECTION 1.06	 	Notice to Holders; Waiver	10
	 	 	 	 
	SECTION 1.07	 	Conflict with Trust Indenture Act	10
	 	 	 	 
	SECTION 1.08	 	Effect of Headings and Table of Contents	11
	 	 	 	 
	SECTION 1.09	 	Successors and Assigns	11
	 	 	 	 
	SECTION 1.10	 	Separability Clause	11
	 	 	 	 
	SECTION 1.11	 	Benefits of Indenture	11
	 	 	 	 
	SECTION 1.12	 	Governing Law	11
	 	 	 	 
	SECTION 1.13	 	Legal Holidays	11
	 	 	 	 
	SECTION 1.14	 	Language of Notices, Etc	11
	 	 	 	 
	SECTION 1.15	 	Submission to Jurisdiction	12
	 	 	 	 
	SECTION 1.16	 	Waiver of Jury Trial	12
	 	 	 	 
	ARTICLE II	SECURITY FORMS	12
	 	 	 	 
	SECTION 2.01	 	Forms Generally	12
	 	 	 	 
	SECTION 2.02	 	Form of Legend for Global Securities	12
	 	 	 	 
	SECTION 2.03	 	Form of Trustee’s Certificate of Authentication	13
	 	 	 	 
	SECTION 2.04	 	Securities in Global Form	13
	 	 	 	 
	ARTICLE III	THE SECURITIES	14
	 	 	 	 
	SECTION 3.01	 	Amount Unlimited; Issuable In Series	14
	 	 	 	 
	SECTION 3.02	 	Denominations	17
	 	 	 	 
	SECTION 3.03	 	Execution, Authentication, Delivery and Dating	17
	 	 	 	 
	SECTION 3.04	 	Temporary Securities	19
	 	 	 	 
	SECTION 3.05	 	Registration, Registration of Transfer and Exchange	19
	 	 	 	 
	SECTION 3.06	 	Mutilated, Destroyed, Lost and Stolen Securities	20
	 	 	 	 
	SECTION 3.07	 	Payment of Interest; Interest Rights Preserved	21


 




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Table
of Contents


(continued)







  


	 	 	 	Page
	 	 	 	 
	SECTION 3.08	 	Persons Deemed Owners	22
	 	 	 	 
	SECTION 3.09	 	Cancellation	22
	 	 	 	 
	SECTION 3.10	 	Computation of Interest	23
	 	 	 	 
	SECTION 3.11	 	CUSIP Numbers	23
	 	 	 	 
	ARTICLE IV	SATISFACTION AND DISCHARGE	23
	 	 	 	 
	SECTION 4.01	 	Satisfaction and Discharge of Indenture	23
	 	 	 	 
	SECTION 4.02	 	Application of Trust Money	24
	 	 	 	 
	ARTICLE V	REMEDIES	24
	 	 	 	 
	SECTION 5.01	 	Events of Default	24
	 	 	 	 
	SECTION 5.02	 	Acceleration of Maturity; Rescission and Annulment	26
	 	 	 	 
	SECTION 5.03	 	Collection of Indebtedness and Suits for Enforcement by Trustee	26
	 	 	 	 
	SECTION 5.04	 	Trustee May File Proofs of Claim	27
	 	 	 	 
	SECTION 5.05	 	Trustee May Enforce Claims Without Possession of Securities	28
	 	 	 	 
	SECTION 5.06	 	Application of Money Collected	28
	 	 	 	 
	SECTION 5.07	 	Limitation on Suits	28
	 	 	 	 
	SECTION 5.08	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	29
	 	 	 	 
	SECTION 5.09	 	Restoration of Rights and Remedies	29
	 	 	 	 
	SECTION 5.10	 	Rights and Remedies Cumulative	29
	 	 	 	 
	SECTION 5.11	 	Delay or Omission Not Waiver	30
	 	 	 	 
	SECTION 5.12	 	Control by Holders	30
	 	 	 	 
	SECTION 5.13	 	Waiver of Past Defaults	30
	 	 	 	 
	SECTION 5.14	 	Undertaking for Costs	30
	 	 	 	 
	SECTION 5.15	 	Waiver of Usury, Stay or Extension Laws	31
	 	 	 	 
	SECTION 5.16	 	Rights of Holders of Securities to Receive Payment	31
	 	 	 	 
	ARTICLE VI	THE TRUSTEE	31
	 	 	 	 
	SECTION 6.01	 	Duties of Trustee	31
	 	 	 	 
	SECTION 6.02	 	Certain Rights of Trustee	32
	 	 	 	 
	SECTION 6.03	 	Not Responsible for Recitals or Issuance of Securities	33


 




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Table
of Contents


(continued)







 


	 	 	 	Page
	 	 	 	 
	SECTION 6.04	 	May Hold Securities	34
	 	 	 	 
	SECTION 6.05	 	Money Held In Trust	34
	 	 	 	 
	SECTION 6.06	 	Notice of Default	34
	 	 	 	 
	SECTION 6.07	 	Compensation and Reimbursement	34
	 	 	 	 
	SECTION 6.08	 	Conflicting Interests	35
	 	 	 	 
	SECTION 6.09	 	Corporate Trustee Required; Eligibility	35
	 	 	 	 
	SECTION 6.10	 	Resignation and Removal; Appointment of Successor	35
	 	 	 	 
	SECTION 6.11	 	Acceptance of Appointment by Successor	37
	 	 	 	 
	SECTION 6.12	 	Merger, Conversion, Consolidation or Succession to Business	38
	 	 	 	 
	SECTION 6.13	 	Preferential Collection of Claims Against Company	38
	 	 	 	 
	SECTION 6.14	 	Appointment of Authenticating Agent	39
	 	 	 	 
	ARTICLE VII	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	40
	 	 	 	 
	SECTION 7.01	 	Company to Furnish Trustee Names and Addresses of Holders	40
	 	 	 	 
	SECTION 7.02	 	Preservation of Information; Communications to Holders	40
	 	 	 	 
	SECTION 7.03	 	Reports by Trustee	41
	 	 	 	 
	SECTION 7.04	 	Reports by Company	41
	 	 	 	 
	ARTICLE VIII	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	41
	 	 	 	 
	SECTION 8.01	 	Company May Consolidate, Etc., Only on Certain Terms	41
	 	 	 	 
	SECTION 8.02	 	Successor Substituted	42
	 	 	 	 
	ARTICLE IX	SUPPLEMENTAL INDENTURES	42
	 	 	 	 
	SECTION 9.01	 	Supplemental Indentures Without Consent of Holders	42
	 	 	 	 
	SECTION 9.02	 	Supplemental Indentures With Consent of Holders	43
	 	 	 	 
	SECTION 9.03	 	Execution of Supplemental Indentures	44
	 	 	 	 
	SECTION 9.04	 	Effect of Supplemental Indentures	45
	 	 	 	 
	SECTION 9.05	 	Conformity with Trust Indenture Act	45
	 	 	 	 
	SECTION 9.06	 	Reference in Securities to Supplemental Indentures	45
	 	 	 	 
	ARTICLE X	COVENANTS	45


 




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Table
of Contents


(continued)







 


	 	 	 	Page
	 	 	 	 
	SECTION 10.01	 	Payment of Principal, Premium and Interest	45
	 	 	 	 
	SECTION 10.02	 	Maintenance of Office or Agency	45
	 	 	 	 
	SECTION 10.03	 	Money for Securities Payments to Be Held in Trust	46
	 	 	 	 
	SECTION 10.04	 	Statement by Officers as to Default	47
	 	 	 	 
	SECTION 10.05	 	Existence	47
	 	 	 	 
	SECTION 10.06	 	Maintenance of Properties	47
	 	 	 	 
	SECTION 10.07	 	Payment of Taxes and Other Claims	47
	 	 	 	 
	SECTION 10.08	 	Waiver of Certain Covenants	48
	 	 	 	 
	SECTION 10.09	 	Additional Amounts	48
	 	 	 	 
	ARTICLE XI	REDEMPTION OF SECURITIES	49
	 	 	 	 
	SECTION 11.01	 	Applicability of Article	49
	 	 	 	 
	SECTION 11.02	 	Election to Redeem; Notice to Trustee	49
	 	 	 	 
	SECTION 11.03	 	Selection by Trustee of Securities to Be Redeemed	49
	 	 	 	 
	SECTION 11.04	 	Notice of Redemption	50
	 	 	 	 
	SECTION 11.05	 	Deposit of Redemption Price	51
	 	 	 	 
	SECTION 11.06	 	Securities Payable on Redemption Date	51
	 	 	 	 
	SECTION 11.07	 	Securities Redeemed in Part	51
	 	 	 	 
	ARTICLE XII	SINKING FUNDS	52
	 	 	 	 
	SECTION 12.01	 	Applicability of Article	52
	 	 	 	 
	SECTION 12.02	 	Satisfaction of Sinking Fund Payments with Securities	52
	 	 	 	 
	SECTION 12.03	 	Redemption of Securities for Sinking Fund	52
	 	 	 	 
	ARTICLE XIII	DEFEASANCE AND COVENANT DEFEASANCE	53
	 	 	 	 
	SECTION 13.01	 	Company’s Option to Effect Defeasance or Covenant Defeasance	53
	 	 	 	 
	SECTION 13.02	 	Defeasance and Discharge	53
	 	 	 	 
	SECTION 13.03	 	Covenant Defeasance	53
	 	 	 	 
	SECTION 13.04	 	Conditions to Defeasance or Covenant Defeasance	53
	 	 	 	 
	SECTION 13.05	 	Deposited Money and Government Obligations to be Held in Trust; Other  Miscellaneous Provisions	55
	 	 	 	 
	SECTION 13.06	 	Reinstatement	56
	 	 	 	 
	ARTICLE XIV	MEETING OF HOLDERS OF SECURITIES	56


 




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Table
of Contents


(continued)







 


	 	 	 	Page
	 	 	 	 
	SECTION 14.01	 	Purposes for which Meetings may be Called	56
	 	 	 	 
	SECTION 14.02	 	Call, Notice and Place of Meetings	56
	 	 	 	 
	SECTION 14.03	 	Persons entitled to Vote at Meetings	57
	 	 	 	 
	SECTION 14.04	 	Quorum; Action	57
	 	 	 	 
	SECTION 14.05	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	58
	 	 	 	 
	SECTION 14.06	 	Counting Votes and Recording Action of Meetings	59


 




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INDENTURE, dated as of
____________________, between Gramercy Property Trust Inc., a corporation duly organized and existing under the laws of the State
of Maryland (herein called the “Company”), having its principal office at 521 Fifth Avenue, 30th Floor, New
York, NY 10175 and _________________, as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


ARTICLE
I

DEFINITIONS


 


SECTION 1.01       Definitions.


 


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


 


(1)       the terms defined
in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


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


 


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


 


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


 


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


 




    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Board of Directors”
means either the board of directors of the Company or any duly authorized committee of that board.


 


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


 


“Business Day,”
when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


“Defeasance”
has the meaning specified in Section 13.02.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“interest,”
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.


 


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


 




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


 


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


 


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


 


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


 


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


 


“Original Issue
Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.


 


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


 


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


 


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


 


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


 


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


 




    	4



    	 



    

 


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


 


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


 


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


 


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


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


SECTION 1.02       Compliance Certificates
and Opinions.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 1.03       Form of Documents Delivered
to Trustee.


 


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


 


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


 




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


 


SECTION 1.04       Acts of Holders; Record
Dates.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 




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


 


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


 


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


 


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


 


SECTION 1.06       Notice to Holders; Waiver.


 


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


 


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


 


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


 


SECTION 1.07       Conflict with Trust Indenture
Act


 


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


 




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SECTION 1.08       Effect of Headings and
Table of Contents.


 


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


 


SECTION 1.09       Successors and Assigns.


 


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


 


SECTION 1.10       Separability Clause.


 


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


 


SECTION 1.11       Benefits of Indenture.


 


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


 


SECTION 1.12       Governing Law.


 


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


 


SECTION 1.13       Legal Holidays.


 


In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity.


 


SECTION 1.14       Language of Notices, Etc.


 


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


 




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SECTION 1.15       Submission to Jurisdiction.


 


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


 


SECTION 1.16       Waiver of Jury Trial.


 


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


 


ARTICLE
II

SECURITY FORMS


 


SECTION 2.01       Forms Generally.


 


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


 


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


 


SECTION 2.02       Form of Legend for Global
Securities.


 


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


 




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


 


SECTION 2.03       Form of Trustee’s
Certificate of Authentication.


 


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


 


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


 


	 	 
	 	As Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 
	 	Dated:	 


 


SECTION 2.04       Securities in Global Form.


 


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


 




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The provisions of the
last sentence of Section 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued
and sold by the Company and the Company delivers to the Trustee the Security in global from together with written instructions
(which need not comply with Section 1.02) with regard to the reduction in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of Section 3.03.


 


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


 


ARTICLE
III

THE SECURITIES


 


SECTION 3.01       Amount Unlimited; Issuable
In Series.


 


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


 


The Securities may be
issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03, set
forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


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


 


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


 


(3)       whether any Securities
of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable
in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange
such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under
which any such exchanges may occur, if other than in the manner provided in Section 3.05;


 


(4)       the Person to whom
any interest on any Security of the series shall be payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the extent to which,
or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than
in the manner provided in Section 3.04;


 


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


 




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


 


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


 


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


 


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


 


(10)     the terms, if
any, upon which Holders may convert or exchange the Securities into or for the Company’s common stock, preferred stock or
other securities or property;


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.02       Denominations.


 


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


 


SECTION 3.03       Execution, Authentication,
Delivery and Dating.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


Each Security shall be
dated the date of its authentication.


 


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


 




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SECTION 3.04       Temporary Securities.


 


Pending the preparation
of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution
of such Securities.


 


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


 


Until exchanged in full
as hereinafter provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder.


 


SECTION 3.05       Registration, Registration
of Transfer and Exchange.


 


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


 


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


 




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


 


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


 


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


 


No service charge shall
be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.


 


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


 


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


 


SECTION 3.06       Mutilated, Destroyed, Lost
and Stolen Securities.


 


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


 




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


 


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


 


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


 


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


 


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


 


SECTION 3.07       Payment of Interest; Interest
Rights Preserved.


 


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


 


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


 




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


 


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


 


Subject to the foregoing
provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.


 


SECTION 3.08       Persons Deemed Owners.


 


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


 


SECTION 3.09       Cancellation.


 


All Securities surrendered
for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee)
for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of as directed by a Company Order or in the Trustee’s customary manner, which manner shall
be communicated in writing to the Company.


 




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SECTION 3.10       Computation of Interest.


 


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


 


SECTION 3.11       CUSIP Numbers.


 


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


 


ARTICLE
IV

SATISFACTION AND DISCHARGE


 


SECTION 4.01       Satisfaction and Discharge
of Indenture.


 


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


 


(1)       either


 


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


 


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


 


(i)       have become due and
payable, or


 


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


 




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


 


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


 


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


 


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


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee
to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B)
of Clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall
survive such satisfaction and discharge.


 


SECTION 4.02       Application of Trust Money.


 


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


 


ARTICLE
V

REMEDIES


 


SECTION 5.01       Events of Default.


 


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


 


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


 




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


 


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


 


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


 


(5)       the entry by a
court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case
or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or


 


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


 


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





 




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SECTION 5.02       Acceleration
of Maturity; Rescission and Annulment.




 


If an Event of Default
(other than an Event of Default specified in Section 5.01(5),or 5.01(6)) with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event
of Default specified in Section 5.01(5) or 5.01(6) with respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without
any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.


 


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


 


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


 


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


 


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


 


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


 


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


 


and


 


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


 


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


 


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


 


The Company covenants
that if


 




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


 


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


 


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


 


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


 


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


 


SECTION 5.04       Trustee May File Proofs
of Claim.


 


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


 


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


 




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SECTION 5.05       Trustee May Enforce Claims
Without Possession of Securities.


 


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


 


SECTION 5.06       Application of Money Collected.


 


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


 


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


 


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


 


THIRD: To the Company.


 


SECTION 5.07       Limitation on Suits.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


SECTION 5.09       Restoration of Rights and
Remedies.


 


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


 


SECTION 5.10       Rights and Remedies Cumulative.


 


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


 




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SECTION 5.11       Delay or Omission Not Waiver.


 


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


 


SECTION 5.12       Control by Holders.


 


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


 


SECTION 5.13       Waiver of Past Defaults.


 


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


 


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


 


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


 


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


 


SECTION 5.14       Undertaking for Costs.


 


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


 




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SECTION 5.15       Waiver of Usury, Stay or
Extension Laws.


 


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


 


SECTION 5.16       Rights of Holders of Securities
to Receive Payment.


 


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


 


ARTICLE
VI

THE TRUSTEE


 


SECTION 6.01       Duties of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


SECTION 6.02       Certain Rights of Trustee.


 


Subject to the provisions
of Section 6.01:


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


(10)       the rights, privileges,
protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended
to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and the Person employed
to act hereunder;


 


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


 


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


 


SECTION 6.03       Not Responsible for Recitals
or Issuance of Securities.


 


The recitals contained
herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.


 




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SECTION 6.04       May Hold Securities.


 


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


 


SECTION 6.05       Money Held In Trust.


 


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


 


SECTION 6.06       Notice of Default.


 


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


 


SECTION 6.07       Compensation and Reimbursement.


 


The Company agrees


 


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


 


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


 


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


 


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


 




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


 


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


 


SECTION 6.08       Conflicting Interests.


 


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


 


SECTION 6.09       Corporate Trustee Required;
Eligibility.


 


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


 


SECTION 6.10       Resignation and Removal;
Appointment of Successor.


 


No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.


 


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


 




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


 


If at any time:


 


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


 


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


 


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


 


then, in any such case, (A) the Company by
a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14, any Holder who has been
a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.


 


If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to
the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities of such series
and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 


The Company shall give
notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided
in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office.


 




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SECTION 6.11       Acceptance of Appointment
by Successor.


 


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


 


In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates.


 


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


 




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


 


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


 


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


 


SECTION 6.13       Preferential Collection
of Claims Against Company.


 


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


 


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


 


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


 




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SECTION 6.14       Appointment of Authenticating
Agent.


 


The Trustee may appoint
an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall
be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities
by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee
by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified
in this Section.


 


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


 


An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


 


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


 


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


 


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


 




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	 	As Trustee
	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 


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


 


ARTICLE
VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.02       Preservation of Information;
Communications to Holders.


 


The Trustee shall preserve,
in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished
to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.


 




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


 


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


 


SECTION 7.03       Reports by Trustee.


 


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


 


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


 


SECTION 7.04       Reports by Company.


 


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


 


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


 


ARTICLE
VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


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


 


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


 




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


 


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


 


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


 


SECTION 8.02       Successor Substituted.


 


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


 


ARTICLE
IX

SUPPLEMENTAL INDENTURES


 


SECTION 9.01       Supplemental Indentures
Without Consent of Holders.


 


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


 


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


 




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


 


(3)       to add any additional
Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are
to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being
included solely for the benefit of such series); or


 


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


 


(5)       to secure the Securities;
or


 


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


 


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


 


(8)       to cure any ambiguity,
to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make
any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this
Clause (8) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.


 


SECTION 9.02       Supplemental Indentures
With Consent of Holders.


 


With the consent of the
Holders of not less than 51% in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,


 




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(1)       change the Stated
Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof
or the rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to
pay additional amounts pursuant to Section 10.09 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)),
or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the
coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or


 


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


 


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


 


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


 


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


 


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


 


SECTION 9.03       Execution of Supplemental
Indentures.


 


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


 




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SECTION 9.04       Effect of Supplemental
Indentures.


 


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


 


SECTION 9.05       Conformity with Trust Indenture
Act.


 


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


 


SECTION 9.06       Reference in Securities
to Supplemental Indentures.


 


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


 


ARTICLE
X

COVENANTS


 


SECTION 10.01       Payment of Principal,
Premium and Interest.


 


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


 


SECTION 10.02       Maintenance of Office
or Agency.


 


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


 




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


 


If the Company shall at
any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal
of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to
act.


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal and any premium
or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so
to act.


 


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


 


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


 


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


 




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SECTION 10.04       Statement by Officers
as to Default.


 


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


 


SECTION 10.05       Existence.


 


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


 


SECTION 10.06       Maintenance of Properties.


 


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


 


SECTION 10.07       Payment
of Taxes and Other Claims.


 


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


 




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SECTION 10.08       Waiver of Certain Covenants.


 


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


 


SECTION 10.09       Additional Amounts


 


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


 


If the Securities of a
series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to
that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which
a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium
or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate,
the Company will furnish the Trustee and the Company’s principal Payment Agent or Paying Agents, if other than the Trustee,
with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal
of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United
States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities
of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such
Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate
furnished pursuant to this Section.


 




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ARTICLE
XI

REDEMPTION OF SECURITIES


 


SECTION 11.01       Applicability of Article.


 


Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified
as contemplated by Section 3.01 for such Securities) in accordance with this Article.


 


SECTION 11.02       Election to Redeem; Notice
to Trustee.


 


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


 


SECTION 11.03       Selection by Trustee of
Securities to Be Redeemed.


 


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


 




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


 


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


 


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


 


SECTION 11.04       Notice of Redemption.


 


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


 


All notices of redemption
shall state:


 


(1)       the Redemption
Date,


 


(2)       the Redemption
Price,


 


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


 


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


 


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


 


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


 


(7)       applicable CUSIP
numbers, if any.


 


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


 




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


 


SECTION 11.05       Deposit of Redemption
Price.


 


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


 


SECTION 11.06       Securities Payable on
Redemption Date.


 


Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest
on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.07.


 


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


 


SECTION 11.07       Securities Redeemed in
Part.


 


Any Security which is
to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor,
of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.


 




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ARTICLE
XII

SINKING FUNDS


 


SECTION 12.01       Applicability of Article.


 


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


 


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


 


SECTION 12.02       Satisfaction of Sinking
Fund Payments with Securities.


 


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


 


SECTION 12.03       Redemption of Securities
for Sinking Fund.


 


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


 




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ARTICLE
XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


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


 


SECTION 13.02       Defeasance and Discharge.


 


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


 


SECTION 13.03       Covenant Defeasance.


 


Upon the Company’s
exercise of the option provided in Section 13.01 applicable to this Section, (i) the Company shall be released from its obligations
with respect to the Securities of such Series under Section 8.01, Sections 10.05 through 10.09, inclusive, and any covenants provided
pursuant to Section 3.01(22), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities and (ii) the occurrence of an
event specified in Sections 5.01(3) or (4) shall not be deemed to be an Event of Default on and after the date the conditions set
forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance means that
the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any
such Section or clause whether directly or indirectly by reason of any reference elsewhere herein to any such Section or clause
or by reason of any reference in any such Section or clause to any other provision herein or in any other document, but the remainder
of this Indenture and such Securities shall be unaffected thereby.


 


SECTION 13.04       Conditions to Defeasance
or Covenant Defeasance.


 


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


 




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(1)       The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section
6.10 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose
of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the
Securities of such series, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall
be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, premium, if any, and each installment
of interest on the Securities on the Stated Maturity of such principal or installment of interest in accordance with the terms
of this Indenture and of the Securities of such series. For this purpose, “Government Obligations” means, with respect
to any series of Securities, securities that are (x) direct obligations of the government that issued the currency in which such
series is denominated (or, if such series is denominated in euro, the direct obligations of any government that is a member of
the European Monetary Union) for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of such government the payment of which is unconditionally guaranteed
as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option of
the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any Government Obligation where the relevant government is the United States of America or a
specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder
of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of such Government
Obligation or the specific payment of principal of or interest on such Government Obligation evidenced by such depository receipt.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the Outstanding Securities.


 




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Anything in this Article
Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or Government Obligations held by it as provided in Section 13.04 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.


 


SECTION 13.06       Reinstatement.


 


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


 


ARTICLE
XIV

MEETING OF HOLDERS OF SECURITIES


 


SECTION 14.01       Purposes for which Meetings
may be Called.


 


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


 


SECTION 14.02       Call, Notice and Place
of Meetings.


 


(a) The Trustee may at
any time call a meeting of Holders of Securities of any series for any purposes specified in Section 14.01, to be held at any such
time and at such place in the Borough of Manhattan, the City of New York, or in London as the Trustee shall determine. Notice of
every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.06, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.


 


(b) In case at any time
the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities of
any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified
in Section 14.01, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities
of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan,
the City of New York, or in London for such meeting and may call such meeting for such purposes by giving notice thereof as provided
in subsection (a) of this Section.


 




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SECTION 14.03       Persons entitled to Vote
at Meetings.


 


Upon the calling of a
meeting of Holders with respect to the Securities of a series all or part of which are represented by a Security, a record date
shall be established for determining Holders of Outstanding Securities of such series entitled to vote at such meeting, which record
date shall be the close of business on the day the notice of the meeting of Holders is given in accordance with Section 14.02.
The Holders on such record date, and their designated proxies, and only such Persons, shall be entitled to vote at such meeting
of Holders. To be entitled to vote at any meeting of Holders, a Person shall (a) be a Holder of one or more Securities or (b) be
a Person appointed by an instrument in writing as proxy by a Holder of one or more Securities; provided, however,
that in the case of any meeting of Holders with respect to the Securities of a series all or part of which are represented by a
Security, only Holders, or their designated proxies, of record on the record date established pursuant to Section 14.03 hereof
shall be entitled to vote at such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders
shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.


 


SECTION 14.04       Quorum; Action.


 


The Persons entitled to
vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders
of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to
a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 50% in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote 50% in principal amount of the Outstanding Securities of
such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting
may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice
of the reconvening of any adjourned meeting shall be given as provided in Section 14.02(a), except that such notice need be given
only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening
of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series which shall constitute a quorum.


 




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Except as limited by the
proviso to the first paragraph of Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as limited by the proviso to the first paragraph
of Section 9.02, any resolution with respect to any consent or waiver which this Indenture expressly provides may be given by the
Holders of not less than 50% in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders of 50% in principal
amount of the Outstanding Securities of that series; and provided, further, that, except as limited by the proviso
to the first paragraph of Section 9.02, any resolution with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage,
which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or any
adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that series.


 


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


 


SECTION 14.05       Determination of Voting
Rights; Conduct and Adjournment of Meetings.


 


(a)       Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies
and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified
in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04 or by having the signature
of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.04. Such
regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without
the proof specified in Section 1.04 or other proof.


 


(b)       The Trustee shall,
by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company
or by Holders of Securities as provided in Section 14.02(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.


 


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


 




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(d)       Any meeting of
Holders of Securities of any series duly called pursuant to Section 14.02 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at
the meeting; and the meeting may be held as so adjourned without further notice.


 


SECTION 14.06       Counting Votes and Recording
Action of Meetings.


 


The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken
thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 14.02 and, if applicable, Section 14.04. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company,
and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters therein stated.


 


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


 


[Signature Page Follows]


 




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


 





	 	GRAMERCY PROPERTY TRUST INC.


 


	 	By:	 
	 	Name:	[ _____________________________________ ]
	 	Title:	[ _____________________________________ ]


  


	 	By:	 
	 	Name:	[ _____________________________________ ]
	 	Title:	[ _____________________________________ ]


 







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EXHIBIT A


 


Form of Face of Registered Security



 





 



  





	No. ______________	$_________________







 


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


 


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


 


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


 


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


 




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


 


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


 


	 	Dated:	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




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EXHIBIT A1


 


Form of Reverse of Security


 


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


 


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


 


	Year	 	Redemption Price	 	Year	 	Redemption Price
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


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


 




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


  





	Year 	 	Redemption Price For

Redemption Through

Operation of the Sinking

Fund 	 	Redemption Price For

Redemption Otherwise Than

Through Operation of the

Sinking Fund 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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