Exhibit
4.5


 


 



 


GRAMERCY
PROPERTY TRUST INC.


 


TO


[____________________________]


 


Indenture


 


Dated
as of ____________


 


Subordinated
Debt Securities


 


 



 




    	 



    	 



    

 


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

inclusive, of the Trust Indenture Act of 1939:


 








	Trust
    Indenture Act Section	 	Indenture
    Section
	§ 310(a)(1)	 	 	 	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	8
	 	 	 	 
	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	11
	 	 	 	 
	SECTION 1.07	 	Conflict with Trust Indenture Act	11
	 	 	 	 
	SECTION 1.08	 	Effect of Headings and Table of Contents	11
	 	 	 	 
	SECTION 1.09	 	Successors and Assigns	11
	 	 	 	 
	SECTION 1.10	 	Separability Clause	12
	 	 	 	 
	SECTION 1.11	 	Benefits of Indenture	12
	 	 	 	 
	SECTION 1.12	 	Governing Law	12
	 	 	 	 
	SECTION 1.13	 	Legal Holidays	12
	 	 	 	 
	SECTION 1.14	 	Language of Notices, Etc	12
	 	 	 	 
	SECTION 1.15	 	Submission to Jurisdiction	12
	 	 	 	 
	SECTION 1.16	 	Waiver of Jury Trial	13
	 	 	 	 
	ARTICLE II	SECURITY FORMS	13
	 	 	 	 
	SECTION 2.01	 	Forms Generally	13
	 	 	 	 
	SECTION 2.02	 	Form of Legend for Global Securities	13
	 	 	 	 
	SECTION 2.03	 	Form of Trustee’s Certificate of Authentication	13
	 	 	 	 
	SECTION 2.04	 	Securities in Global Form	14
	 	 	 	 
	ARTICLE III	THE SECURITIES	15
	 	 	 	 
	SECTION 3.01	 	Amount Unlimited; Issuable In Series	15
	 	 	 	 
	SECTION 3.02	 	Denominations	18
	 	 	 	 
	SECTION 3.03	 	Execution, Authentication, Delivery and Dating	19
	 	 	 	 
	SECTION 3.04	 	Temporary Securities	20
	 	 	 	 
	SECTION 3.05	 	Registration, Registration of Transfer and Exchange	20
	 	 	 	 
	SECTION 3.06	 	Mutilated, Destroyed, Lost and Stolen Securities	22
	 	 	 	 
	SECTION 3.07	 	Payment of Interest; Interest Rights Preserved	22
	 	 	 	 
	SECTION 3.08	 	Persons Deemed Owners	23


 




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	SECTION 3.09	 	Cancellation	24
	 	 	 	 
	SECTION 3.10	 	Computation of Interest	24
	 	 	 	 
	SECTION 3.11	 	CUSIP Numbers	24
	 	 	 	 
	ARTICLE IV	SATISFACTION AND DISCHARGE	24
	 	 	 	 
	SECTION 4.01	 	Satisfaction and Discharge of Indenture	24
	 	 	 	 
	SECTION 4.02	 	Application of Trust Money	25
	 	 	 	 
	ARTICLE V	REMEDIES	26
	 	 	 	 
	SECTION 5.01	 	Events of Default	26
	 	 	 	 
	SECTION 5.02	 	Acceleration of Maturity; Rescission and Annulment	27
	 	 	 	 
	SECTION 5.03	 	Collection of Indebtedness and Suits for Enforcement by Trustee	28
	 	 	 	 
	SECTION 5.04	 	Trustee May File Proofs of Claim	29
	 	 	 	 
	SECTION 5.05	 	Trustee May Enforce Claims Without Possession of Securities	29
	 	 	 	 
	SECTION 5.06	 	Application of Money Collected	29
	 	 	 	 
	SECTION 5.07	 	Limitation on Suits	30
	 	 	 	 
	SECTION 5.08	 	Unconditional Right of Holders to Receive Principal, Premium
    and Interest	30
	 	 	 	 
	SECTION 5.09	 	Restoration of Rights and Remedies	30
	 	 	 	 
	SECTION 5.10	 	Rights and Remedies Cumulative	31
	 	 	 	 
	SECTION 5.11	 	Delay or Omission Not Waiver	31
	 	 	 	 
	SECTION 5.12	 	Control by Holders	31
	 	 	 	 
	SECTION 5.13	 	Waiver of Past Defaults	31
	 	 	 	 
	SECTION 5.14	 	Undertaking for Costs	32
	 	 	 	 
	SECTION 5.15	 	Waiver of Usury, Stay or Extension Laws	32
	 	 	 	 
	SECTION 5.16	 	Rights of Holders of Securities to Receive Payment	32
	 	 	 	 
	ARTICLE VI	THE TRUSTEE	32
	 	 	 	 
	SECTION 6.01	 	Duties of Trustee	32
	 	 	 	 
	SECTION 6.02	 	Certain Rights of Trustee	33
	 	 	 	 
	SECTION 6.03	 	Not Responsible for Recitals or Issuance of Securities	35
	 	 	 	 
	SECTION 6.04	 	May Hold Securities	35
	 	 	 	 
	SECTION 6.05	 	Money Held In Trust	35


  




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Table
of Contents


(continued)


  


	 	 	 	Page
	 	 	 	 
	SECTION 6.06	 	Notice of Default	36
	 	 	 	 
	SECTION 6.07	 	Compensation and Reimbursement	36
	 	 	 	 
	SECTION 6.08	 	Conflicting Interests	37
	 	 	 	 
	SECTION 6.09	 	Corporate Trustee Required; Eligibility	37
	 	 	 	 
	SECTION 6.10	 	Resignation and Removal; Appointment of Successor	37
	 	 	 	 
	SECTION 6.11	 	Acceptance of Appointment by Successor	38
	 	 	 	 
	SECTION 6.12	 	Merger, Conversion, Consolidation or Succession to Business	39
	 	 	 	 
	SECTION 6.13	 	Preferential Collection of Claims Against Company	40
	 	 	 	 
	SECTION 6.14	 	Appointment of Authenticating Agent	40
	 	 	 	 
	ARTICLE VII	HOLDERS’ LISTS AND
    REPORTS BY TRUSTEE AND COMPANY	42
	 	 	 	 
	SECTION 7.01	 	Company to Furnish Trustee Names and Addresses of Holders	42
	 	 	 	 
	SECTION 7.02	 	Preservation of Information; Communications to Holders	43
	 	 	 	 
	SECTION 7.03	 	Reports by Trustee	43
	 	 	 	 
	SECTION 7.04	 	Reports by Company	43
	 	 	 	 
	ARTICLE VIII	CONSOLIDATION, MERGER, CONVEYANCE,
    TRANSFER OR LEASE	44
	 	 	 	 
	SECTION 8.01	 	Company May Consolidate, Etc., Only on Certain Terms	44
	 	 	 	 
	SECTION 8.02	 	Successor Substituted	44
	 	 	 	 
	ARTICLE IX	SUPPLEMENTAL INDENTURES	45
	 	 	 	 
	SECTION 9.01	 	Supplemental Indentures Without Consent of Holders	45
	 	 	 	 
	SECTION 9.02	 	Supplemental Indentures With Consent of Holders	46
	 	 	 	 
	SECTION 9.03	 	Execution of Supplemental Indentures	47
	 	 	 	 
	SECTION 9.04	 	Effect of Supplemental Indentures	47
	 	 	 	 
	SECTION 9.05	 	Conformity with Trust Indenture Act	47
	 	 	 	 
	SECTION 9.06	 	Reference in Securities to Supplemental Indentures	47
	 	 	 	 
	ARTICLE X	COVENANTS	47
	 	 	 	 
	SECTION 10.01	 	Payment of Principal, Premium and Interest	47
	 	 	 	 
	SECTION 10.02	 	Maintenance of Office or Agency	48
	 	 	 	 
	SECTION 10.03	 	Money for Securities Payments to Be Held in Trust	48


  




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Table
of Contents


(continued)





 


	 	 	 	Page
	 	 	 	 
	SECTION 10.04	 	Statement by Officers as to Default	49
	 	 	 	 
	SECTION 10.05	 	Existence	49
	 	 	 	 
	SECTION 10.06	 	Maintenance of Properties	50
	 	 	 	 
	SECTION 10.07	 	Payment of Taxes and Other Claims	50
	 	 	 	 
	SECTION 10.08	 	Waiver of Certain Covenants	50
	 	 	 	 
	SECTION 10.09	 	Additional Amounts	50
	 	 	 	 
	ARTICLE XI	REDEMPTION OF SECURITIES	51
	 	 	 	 
	SECTION 11.01	 	Applicability of Article	51
	 	 	 	 
	SECTION 11.02	 	Election to Redeem; Notice to Trustee	51
	 	 	 	 
	SECTION 11.03	 	Selection by Trustee of Securities to Be Redeemed	52
	 	 	 	 
	SECTION 11.04	 	Notice of Redemption	52
	 	 	 	 
	SECTION 11.05	 	Deposit of Redemption Price	53
	 	 	 	 
	SECTION 11.06	 	Securities Payable on Redemption Date	53
	 	 	 	 
	SECTION 11.07	 	Securities Redeemed in Part	54
	 	 	 	 
	ARTICLE XII	SINKING FUNDS	54
	 	 	 	 
	SECTION 12.01	 	Applicability of Article	54
	 	 	 	 
	SECTION 12.02	 	Satisfaction of Sinking Fund Payments with Securities	54
	 	 	 	 
	SECTION 12.03	 	Redemption of Securities for Sinking Fund	55
	 	 	 	 
	ARTICLE XIII	DEFEASANCE AND COVENANT
    DEFEASANCE	55
	 	 	 	 
	SECTION 13.01	 	Company’s Option to Effect Defeasance or Covenant Defeasance	55
	 	 	 	 
	SECTION 13.02	 	Defeasance and Discharge	55
	 	 	 	 
	SECTION 13.03	 	Covenant Defeasance	55
	 	 	 	 
	SECTION 13.04	 	Conditions to Defeasance or Covenant Defeasance	56
	 	 	 	 
	SECTION 13.05	 	Deposited Money and Government Obligations to be Held in Trust;
    Other Miscellaneous Provisions	58
	 	 	 	 
	SECTION 13.06	 	Reinstatement	58
	 	 	 	 
	ARTICLE XIV	SUBORDINATION OF SECURITIES	59
	 	 	 	 
	SECTION 14.01	 	Securities Subordinate to Senior Debt	59
	 	 	 	 
	SECTION 14.02	 	Payment Over of Proceeds Upon Dissolution, Etc	59
	 	 	 	 
	SECTION 14.03	 	Subrogation to Rights of Holders of Senior Debt	60
	 	 	 	 
	SECTION 14.04	 	Provisions Solely to Define Relative Rights	60


  




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Table
of Contents


(continued)


  


	 	 	 	Page
	 	 	 	 
	SECTION 14.05	 	Trustee to Effectuate Subordination	60
	 	 	 	 
	SECTION 14.06	 	No Waiver of Subordination Provisions	61
	 	 	 	 
	SECTION 14.07	 	Notice to Trustee	61
	 	 	 	 
	SECTION 14.08	 	Reliance On Judicial Order or Certificate of Liquidating Agent	62
	 	 	 	 
	SECTION 14.09	 	Trustee Not Fiduciary for Holders of Senior Debt	62
	 	 	 	 
	SECTION 14.10	 	Rights of Trustee As Holder of Senior Debt; Preservation of Trustee’s
    Rights	63
	 	 	 	 
	SECTION 14.11	 	Article Applicable to Paying Agents	63
	 	 	 	 
	SECTION 14.12	 	Certain Conversions or Exchanges Deemed Payment	63
	 	 	 	 
	SECTION 14.13	 	Defeasance of This Article Fourteen	63
	 	 	 	 
	ARTICLE XV	MEETING OF HOLDERS OF SECURITIES	64
	 	 	 	 
	SECTION 15.01	 	Purposes for which Meetings may be Called	64
	 	 	 	 
	SECTION 15.02	 	Call, Notice and Place of Meetings	64
	 	 	 	 
	SECTION 15.03	 	Persons entitled to Vote at Meetings	64
	 	 	 	 
	SECTION 15.04	 	Quorum; Action	65
	 	 	 	 
	SECTION 15.05	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	66
	 	 	 	 
	SECTION 15.06	 	Counting Votes and Recording Action of Meetings	66


 




    	v



    	 



    

 


 


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, subordinated debentures, notes or other evidences of indebtedness (herein called the “Securities”),
which may be convertible into or exchangeable for any securities of any persons (including the 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.


 




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“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.


 


“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.


 




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


 


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


 


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


 


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


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, 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.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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“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.


 


“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,


 




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(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.


 


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.


 




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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.


 


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.


 




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SECTION
1.06              Notice to Holders; Waiver.


 


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


 


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


 


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


 


SECTION
1.07              Conflict with Trust Indenture Act


 


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


 


SECTION
1.08              Effect of Headings and Table of Contents.


 


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


 


SECTION
1.09              Successors and Assigns.


 


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


 




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SECTION
1.10              Separability Clause.


 


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


 


SECTION
1.11              Benefits of Indenture.


 


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


 


SECTION
1.12              Governing Law.


 


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


 


SECTION
1.13              Legal Holidays.


 


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


 


SECTION
1.14              Language of Notices, Etc.


 


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


 


SECTION
1.15              Submission to Jurisdiction.


 


The
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.


 




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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:


 


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:


 




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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.


 


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.


 




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ARTICLE
III

THE SECURITIES


 


SECTION
3.01              Amount Unlimited; Issuable In Series.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


(14)     the
period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series
may be redeemed, in whole or in part at the option of the 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;


 


(15)     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;


 


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


 


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


 




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


 


(19)       if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the 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);


 


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


 


(21)       if
the principal of and any premium or interest on the Securities of the series are to be payable, at the election of the 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;


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


(30)       whether,
under what circumstances and the Currency in which the 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.


 


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


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


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


 




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


 


(i)       have
become due and payable, or


 


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


 


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


 




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ARTICLE
V

REMEDIES


 


 


SECTION
5.01       Events of Default.


 


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


 


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


 


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


 


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


 


(4)       default
in the performance, or breach, of any covenant or warranty of the 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


 




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(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.


 


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


 




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(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


 


(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.


 




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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.


 


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


 


THIRD:
To the Company.


 




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SECTION
5.07              Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
5.09              Restoration of Rights and Remedies.


 


If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder; then and
in every such case, subject to any determination in such proceeding, the 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.


 




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SECTION
5.10              Rights and Remedies Cumulative.


 


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


 


SECTION
5.11              Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by


 


law
to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.


 


SECTION
5.12              Control by Holders.


 


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


 


SECTION
5.13              Waiver of Past Defaults.


 


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


 


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


 


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


 




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


 


SECTION
5.14              Undertaking for Costs.


 


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


 


SECTION
5.15              Waiver of Usury, Stay or Extension
Laws.


 


The
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


 




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(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;


 


(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:


 




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(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;


 


(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;


 




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(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.


 


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.


 




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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.


 


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.


 




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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.


 


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


 




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(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.


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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:


 




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


 


	 	 
	 	As Trustee
	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Officer


 


If
all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable
of authenticating Securities upon original issuance located in a Place of Payment where the 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.


 




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SECTION
7.02              Preservation of Information; Communications
to Holders.


 


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


 


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


 


Every
Holder of Securities, by receiving and holding the same, agrees with the 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).


 




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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:


 


(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.


 




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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


 


(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.


 




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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,


 


(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 modify the provisions of this Indenture with respect to the subordination of the Securities in a manner
adverse to the Holders, or


 


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


 


(3)       change
any obligation of the 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.


 




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


 


SECTION
9.03              Execution of Supplemental Indentures.


 


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


 


SECTION
9.04              Effect of Supplemental Indentures.


 


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


 


SECTION
9.05              Conformity with Trust Indenture Act.


 


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


 


SECTION
9.06              Reference in Securities to Supplemental
Indentures.


 


Securities
of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the 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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


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.


 




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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.


 


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,


 




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


 


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


 


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


 


(7)       applicable
CUSIP numbers, if any.


 


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


 


Notice
of redemption of Securities to be redeemed at the election of the 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.


 




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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.


 


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.


 




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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.


 


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.


 




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SECTION
13.04              Conditions to Defeasance or Covenant
Defeasance.


 


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


 


(1)       The
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.


 




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(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.


 


(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.


 




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


 


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


 


Subject
to the provisions of the last paragraph of Section 10.03, all money and Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and
any such other trustee are referred to collectively, for purposes of this Section 13.05, as the “Trustee”) pursuant
to Section 13.04 in respect of the Securities of such series shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities of such series and this Indenture, to the payment, either directly or through any Paying
Agent (including the 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.


 


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.


 




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ARTICLE
XIV

SUBORDINATION OF SECURITIES


 


SECTION
14.01              Securities Subordinate to Senior Debt.


 


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


 


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


 


SECTION
14.02              Payment Over of Proceeds Upon Dissolution,
Etc.


 


In
the event of:


 


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


 


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


 


(iii)       any
assignment by the Company for the benefit of its creditors,


 


(iv)       any
other marshalling of the assets of the Company,


 


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


 




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SECTION
14.03              Subrogation to Rights of Holders of
Senior Debt.


 


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


 


SECTION
14.04              Provisions Solely to Define Relative
Rights.


 


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


 


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


 


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


 


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


 


SECTION
14.05       Trustee to Effectuate Subordination.


 


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


 




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SECTION
14.06              No Waiver of Subordination Provisions.


 


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


 


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


 


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


 


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


 


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


 


(d)       exercise
or refrain from exercising any rights against the Company and any other Person.


 


SECTION
14.07              Notice to Trustee.


 


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


 




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Subject
to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder
of Senior Debt (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Debt to participate in any payment of distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.


 


SECTION
14.08              Reliance On Judicial Order or Certificate
of Liquidating Agent.


 


Upon
any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section
6.01, and the Holders of Securities of any series shall be entitled to conclusively rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities of such series, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, as the case may be, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article.


 


SECTION
14.09              Trustee Not Fiduciary for Holders
of Senior Debt.


 


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


 




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


 


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


 


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


 


SECTION
14.11              Article Applicable to Paying Agents.


 


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


 


SECTION
14.12              Certain Conversions or Exchanges Deemed
Payment.


 


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


 


SECTION
14.13              Defeasance of This Article Fourteen.


 


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


 




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ARTICLE
XV

MEETING OF HOLDERS OF SECURITIES


 


SECTION
15.01              Purposes for which Meetings may be
Called.


 


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


 


SECTION
15.02              Call, Notice and Place of Meetings.


 


(1)       The
Trustee may at any time call a meeting of Holders of Securities of any series for any purposes specified in Section 15.01, to
be held at any such time and at such place 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.


 


(2)       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 15.01, by written request setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt
of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the 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.


 


SECTION
15.03              Persons entitled to Vote at Meetings.


 


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


 




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SECTION
15.04              Quorum; Action.


 


The
Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for
a meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect
to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 50% in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote 50% in principal amount of the Outstanding Securities
of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting
may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in Section 15.02(a), except that such notice need
be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.


 


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


 


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


 




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


 


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


 


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


 


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


 


(4)       Any
meeting of Holders of Securities of any series duly called pursuant to Section 15.02 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented
at the meeting; and the meeting may be held as so adjourned without further notice.


 


SECTION
15.06            Counting Votes and Recording Action of Meetings.


 


The
vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which
shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution
and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at
the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall
be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth
a copy of the notice of the meeting and showing that said notice was given as provided in Section 15.02 and, if applicable, Section
15.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one
such copy shall be delivered to the 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.


 




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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.


 


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.


  




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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].]


 




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


 


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


 


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


 


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


 


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


 


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


 




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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.


 


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.


 




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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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