Exhibit 4.5


 


MANHATTAN BRIDGE CAPITAL, INC.


 


as Issuer


 


 



 


as Trustee


 


FORM OF INDENTURE


 


Dated as of _______, 20__


 


__________ DEBT SECURITIES


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	ARTICLE I
	 	 	 	 
	Definitions and Incorporation by Reference
	 	 	 	 
	SECTION 1.01.	 	Definitions.	1
	SECTION 1.02.	 	Other Definitions.	8
	SECTION 1.03.	 	Incorporation by Reference of Trust Indenture Act	8
	SECTION 1.04.	 	Rules of Construction	8
	SECTION 1.05.	 	Acts of Holders	9
	 	 	 	 
	ARTICLE II
	 	 	 	 
	The Securities
	 	 	 	 
	SECTION 2.01.	 	Amount Unlimited; Issuable in Series	9
	SECTION 2.02.	 	Execution, Authentication and Delivery	12
	SECTION 2.03.	 	Registrar and Paying Agent	13
	SECTION 2.04.	 	Paying Agent To Hold Money in Trust	14
	SECTION 2.05.	 	Holder Lists	14
	SECTION 2.06.	 	Transfer and Exchange	14
	SECTION 2.07.	 	Replacement Securities	15
	SECTION 2.08.	 	Outstanding Securities	15
	SECTION 2.09.	 	Temporary Securities	15
	SECTION 2.10.	 	Cancellation	15
	SECTION 2.11.	 	Defaulted Interest	16
	SECTION 2.12.	 	Global Securities	16
	SECTION 2.13.	 	CUSIP Numbers	17
	 	 	 	 
	ARTICLE III
	 	 	 	 
	Redemption
	 	 	 	 
	SECTION 3.01.	 	Applicability of this Article	18
	SECTION 3.02.	 	Notice to the Trustee	18
	SECTION 3.03.	 	Selection of Securities to Be Redeemed	18
	SECTION 3.04.	 	Notice of Redemption	18
	SECTION 3.05.	 	Effect of Notice of Redemption	19
	SECTION 3.06.	 	Deposit of Redemption Price	19
	SECTION 3.07.	 	Securities Redeemed in Part	20


 




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	ARTICLE IV
	 	 	 	 
	Covenants
	 	 	 	 
	SECTION 4.01.	 	Payment of Principal, Premium and Interest	20
	SECTION 4.02 	 	Maintenance of Office or Agency	20
	SECTION 4.03.	 	Money for Securities Payments to Be Held in Trust	21
	SECTION 4.04.	 	Corporate Existence	22
	SECTION 4.05.	 	Intentionally Omitted	22
	SECTION 4.06.	 	Payment of Taxes and Other Claims	22
	SECTION 4.07.	 	Intentionally Omitted	22
	SECTION 4.08.	 	Intentionally Omitted	22
	SECTION 4.09.	 	Statement as to Compliance	22
	SECTION 4.10.	 	Calculation of Original Issue Discount	23
	 	 	 	 
	ARTICLE V
	 	 	 	 
	Consolidation, Merger, Conveyance, Transfer or Lease
	 	 	 	 
	SECTION 5.01.	 	Company May Consolidate, Etc., Only on Certain Terms	23
	SECTION 5.02.	 	Successor Person Substituted	23
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	Defaults and Remedies
	 	 	 	 
	SECTION 6.01.	 	Events of Default	24
	SECTION 6.02.	 	Acceleration	25
	SECTION 6.03.	 	Other Remedies	26
	SECTION 6.04.	 	Waiver of Past Defaults	26
	SECTION 6.05.	 	Control by Majority	26
	SECTION 6.06.	 	Limitation on Suits	27
	SECTION 6.07.	 	Rights of Holders to Receive Payment	27
	SECTION 6.08.	 	Collection Suit by Trustee	27
	SECTION 6.09.	 	Trustee May File Proofs of Claim	27
	SECTION 6.10.	 	Priorities	28
	SECTION 6.11.	 	Undertaking for Costs	28
	SECTION 6.12.	 	Waiver of Stay or Extension Laws	28




 




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	ARTICLE VII
	 	 	 	 
	Trustee
	 	 	 	 
	SECTION 7.01.	 	Duties of Trustee	28
	SECTION 7.02.	 	Rights of Trustee	30
	SECTION 7.03.	 	Individual Rights of Trustee	31
	SECTION 7.04.	 	Trustee’s Disclaimer	31
	SECTION 7.05.	 	Notice of Defaults	31
	SECTION 7.06.	 	Reports by Trustee to Holders	31
	SECTION 7.07.	 	Compensation and Indemnity	32
	SECTION 7.08.	 	Replacement of Trustee	32
	SECTION 7.09.	 	Successor Trustee by Merger	33
	SECTION 7.10.	 	Eligibility; Disqualification	34
	SECTION 7.11.	 	Preferential Collection of Claims Against Company	34
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	Satisfaction and Discharge; Defeasance
	 	 	 	 
	SECTION 8.01.	 	Applicability of Article	34
	SECTION 8.02.	 	Satisfaction and Discharge of Indenture	34
	SECTION 8.03.	 	Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations	35
	SECTION 8.04.	 	Repayment to Company	36
	SECTION 8.05.	 	Indemnity for U.S. Government Obligations	37
	SECTION 8.06.	 	Deposits to Be Held in Escrow	37
	SECTION 8.07.	 	Application of Trust Money	37
	SECTION 8.08.	 	Deposits of Non-U.S. Currencies	38
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	Amendments, Supplemental Indentures and Waivers
	 	 	 	 
	SECTION 9.01.	 	Without Consent of Holders	38
	SECTION 9.02.	 	With Consent of Holders	39
	SECTION 9.03.	 	Compliance with Trust Indenture Act of 1939	40
	SECTION 9.04.	 	Revocation and Effect of Consents	40
	SECTION 9.05.	 	Notation on or Exchange of Securities	41
	SECTION 9.06.	 	Trustee to Sign Amendments, etc.	41



 




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	ARTICLE X
	 	 	 	 
	Miscellaneous
	 	 	 	 
	SECTION 10.01.	 	Trust Indenture Act Controls	41
	SECTION 10.02.	 	Notices	41
	SECTION 10.03.	 	Communication by Holders with Other Holders	42
	SECTION 10.04.	 	Certificate and Opinion as to Conditions Precedent	42
	SECTION 10.05.	 	Statements Required in Certificate or Opinion	42
	SECTION 10.06.	 	Rules by Trustee, Paying Agent and Registrar	43
	SECTION 10.07.	 	Governing Law; Waiver of Jury Trial	43
	SECTION 10.08.	 	No Recourse Against Others	43
	SECTION 10.09.	 	Successors	43
	SECTION 10.10.	 	Severability	43
	SECTION 10.11.	 	Counterpart Originals	44
	SECTION 10.12.	 	Table of Contents; Headings	44
	SECTION 10.13.	 	Force Majeure	44
	SECTION 10.14.	 	U.S.A. Patriot Act	44




 


CROSS-REFERENCE TABLE


 


	TIA

Section	 	 	Indenture

Section
	310	 	(a)(1)	7.10
	 	 	(a)(2)	7.10
	 	 	(a)(3)	N.A.
	 	 	(a)(4)	N.A.
	 	 	(b)	7.08; 7.10
	 	 	(c)	N.A.
	311	 	(a)	7.11
	 	 	(b)	7.11
	 	 	(c)	N.A.
	312	 	(a)	2.06
	 	 	(b)	10.03
	 	 	(c)	10.03
	313	 	(a)	7.06
	 	 	(b)(1)	7.06
	 	 	(b)(2)	7.06
	 	 	(c)	7.06; 10.02
	 	 	(d)	7.06
	314	 	(a)	4.02; 10.02
	 	 	(b)	N.A.
	 	 	(c)(1)	10.04
	 	 	(c)(2)	10.04
	 	 	(c)(3)	N.A.
	 	 	(d)	N.A.
	 	 	(e)	10.05
	 	 	(f)	4.13


 




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	315	 	(a)	7.01
	 	 	(b)	7.05; 10.02
	 	 	(c)	7.01
	 	 	(d)	7.01
	 	 	(e)	6.11
	316	 	(a)	 
	 	 	(last sentence)	10.06
	 	 	(a)(1)(A)	6.05
	 	 	(a)(1)(B)	6.04
	 	 	(a)(2)	N.A.
	 	 	(b)	6.07
	 	 	(b)	1.05; 2.11
	317	 	(a)(1)	6.08
	 	 	(a)(2)	6.09
	 	 	(b)	2.05
	318	 	(a)	10.01
	 	 	(b)	N.A.
	 	 	(c)	10.01


 


N.A. Means Not Applicable.


 


Note:  This Cross-Reference Table shall
not, for any purposes, be deemed to be part of this Indenture.


 




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INDENTURE dated as of ______________,
20__, between MANHATTAN BRIDGE CAPITAL, INC., a New York corporation (the “Company”), and_______________________________,
a ___________ banking association duly organized and existing under the laws of __________________, as trustee (the “Trustee”).


 


Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s unsecured notes
or other evidences of indebtedness (the “Securities”) to be issued from time to time in one or more series as provided
in this Indenture:


 


ARTICLE I


 


Definitions and Incorporation by Reference


 


SECTION 1.01.     Definitions.


 


“Act,” when
used with respect to any Holder, has the meaning specified in Section 1.05.


 


“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 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.


 


“Bankruptcy Law”
means Title 11, United States Code or any similar Federal or state law for the relief of debtors.


 


“Board of Directors”
means the Board of Directors of the Company or any duly authorized and constituted committee thereof.


 


“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”
means any day, other than a Saturday, a Sunday or a day on which banking institutions in The City of New York, New York are authorized
or obligated by law, regulation, executive order or governmental decree to close.


 


“Capital Lease Obligation”
means any obligation arising out of any lease of property which is required to be classified and accounted for by the lessee as
a capitalized lease on a balance sheet of such lessee under generally accepted accounting principles.


 




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“Company”
means the Person named as the “Company” in the first paragraph of this Indenture until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor
Person and, for purposes of any provision contained herein and expressly required by the TIA, each other obligor on the Securities
of a series.


 


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


 


“Consolidated Net Tangible
Assets” means, at any date, the total assets appearing on the most recent consolidated balance sheet of the Company as
at the end of the fiscal quarter of the Company ending not more than 135 days prior to such date, prepared in accordance with generally
accepted accounting principles in the United States, less (i) all current liabilities (due within one year) as shown on such balance
sheet, (ii) applicable reserves, (iii) investments in and advances to Subsidaries that are consolidated on the consolidated balance
sheet of the Company and its Subsidiaries, and (iv) Intangible Assets and liabilities relating thereto.


 


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


 


“Currency”
means Dollars or Foreign Currency.


 


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


 


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


 


“Depositary”
means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities,
The Depository Trust Company or such other party as may be designated as Depositary by the Company pursuant to Section 2.01, until
a successor Depositary shall have become such pursuant to the applicable provisions hereof, and thereafter “Depositary”
shall mean or include each party who is then a Depositary hereunder, and if at any time there is more than one such party, “Depositary”
as used in respect of the Securities on any such series shall mean the Depositary with respect to the Securities of that series.


 


“Discharged”
shall have the meaning assigned to it in Section 8.03.


 


“Dollars”
or “$” or any similar reference shall mean the coin or currency of the United States of America as at the time
shall be legal tender for the payment of public and private debts.


 


“Event of Default”
has the meaning set forth under Section 6.01.


 




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“Exchange Act”
means the Securities Exchange Act of 1934.


 


“Funded Debt”
means (i) any indebtedness of a Subsidiary (excluding indebtedness in favor of another Subsidiary or the Company) maturing more
than 12 months after the time of computation thereof, (ii) guarantees by a Subsidiary of Funded Debt or of dividends of others
(except guarantees in connection with the sale or discount of accounts receivable, trade acceptances and other paper arising in
the ordinary course of business), (iii) all preferred stock of such Subsidiary and (iv) all Capital Lease Obligations of a Subsidiary.


 


“Foreign Currency”
means a currency issued by the government of any country other than the United States or a composite currency, the value of which
is determined by reference to the values of the currencies of any group of countries.


 


“Global Security”
means a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with
Section 2.12, and bearing the legend prescribed in Section 2.12.


 


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


 


“Indebtedness”
means, at any date, without duplication, (i) all obligations for borrowed money of a Subsidiary or any other indebtedness of a
Subsidiary, evidenced by bonds, debentures, notes or other similar instruments and (ii) Funded Debt, except such obligations and
other indebtedness of a Subsidiary and Funded Debt, if any, incurred as part of a Securitization Transaction.


 


“Indenture”
means this Indenture as amended or supplemented from time to time pursuant to the provisions hereof, and includes the terms of
a particular series of Securities established as contemplated by Section 2.01.


 


“Intangible Assets”
means at any date, the value (net of any applicable reserves) as shown on or reflected in the most recent consolidated balance
sheet of the Company as at the end of the fiscal quarter of the Company ending not more than 135 days prior to such date, prepared
in accordance with generally accepted accounting principles in the United States, of: (i) all trade names, trademarks, licenses,
patents, copyrights, service marks, goodwill and other like intangibles; (ii) organizational and development costs; (iii) deferred
charges (other than prepaid items, such as insurance, taxes, interest, commissions, rents, deferred interest waiver, compensation
and similar items and tangible assets being amortized); and (iv) unamortized debt discount and expense, less unamortized premium.


 


“Interest Payment Date”
when used with respect to any Security, shall have the meaning assigned to such term in the Security as contemplated by Section
2.01.


 


“Internal Revenue Code”
means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.


 




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


 


 “Liens”
means such pledges, mortgages, security interests and other liens, including purchase money liens, on property of the Company or
any Subsidiary which secure Funded Debt.


 


“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,
request for repayment or otherwise.


 


“Members”
has the meaning set forth under Section 2.12(f).


 


“Obligation”
means any indebtedness for money borrowed or indebtedness evidenced by a bond, note, debenture or other evidence of indebtedness.


 


“Officer”
means the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Assistant
Treasurer, the Secretary or the Assistant Secretary of the Company.


 


“Officers’ Certificate”
means a certificate signed by two Officers of the Company, at least one of whom shall be the principal executive officer or principal
financial officer of the Company, and delivered to the Trustee.


 


“OID” has
the meaning set forth under Section 4.10.


 


“OID 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 6.02.


 


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


 


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


 


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


 


(ii)       Securities
or portions thereof for which 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 or Securities as to which the Company’s obligations have
been Discharged; provided, however, that, if such Securities or portions thereof 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;
and


 




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(iii)      Securities
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; provided, however,
that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, (a) the principal amount of an OID Security that shall be
deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination
upon acceleration of the Maturity thereof pursuant to Section 6.02, (b) the principal amount of a Security denominated in a Foreign
Currency or Foreign Currencies shall be the Dollar equivalent, determined by the Company and set forth in an Officers’ Certificate
on the date of original issuance of such Security, of the principal amount (or, in the case of an OID Security, the Dollar equivalent
on the date of original issuance of such Security of the amount determined as provided in (a) above) of such Security, and (c)
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 or waiver, only Securities which a Responsible Officer
of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and 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.


 


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


 


“Place of Payment,”
when used with respect to the Securities of any series, means the place or places where the principal of, premium, if any, and
interest on the Securities of such 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 2.07 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.


 


“Purchase Money Lien”
means any mortgage, pledge, lien, encumbrance, charge or security interest of any kind upon any indebtedness of the Company acquired
after the date any Securities are first issued if such Purchase Money Lien is for the purpose of financing, and does not exceed,
the cost to the Company or any Subsidiary of acquiring the indebtedness and such financing is effected concurrently with, or within
180 days after, the date of such acquisition.


 




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“Receivables”
mean any right of payment from or on behalf of any obligor, whether constituting an account, chattel paper, instrument, general
intangible or otherwise, arising, either directly or indirectly, from the financing by the Company or any Subsidiary of the Company
of property or services, monies due thereunder, security interests in the property and services financed thereby and any and all
other related rights.


 


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


 


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


 


“Responsible Officer,”
when used with respect to the Trustee, means any Vice President, any assistant Vice President, any trust officer or assistant trust
officer or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performance
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 and familiarity with the particular subject, and who shall have direct
responsibility for the administration of this Indenture.


 


“SEC” means
the Securities and Exchange Commission.


 


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


 


“Securitization Transaction”
means any transaction or series of transactions that have been or may be entered into by the Company or any of its Subsidiaries
in connection with or reasonably related to a transaction or series of transactions in which the Company or any of its Subsidiaries
may sell, convey or otherwise transfer to any other Person, or may grant a security interest in, any Receivables or asset-backed
securities or interest therein (whether such Receivables or securities are then existing or arising in the future) of the Company
or any of its Subsidiaries, and any assets related thereto, including, without limitation, all security interests in the property
or services financed thereby, the proceeds of such Receivables or asset-backed securities and any other assets which are sold in
respect of which security interests are granted in connection with securitization transactions involving such assets.


 


“Significant Subsidiary”
means any Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.


 




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“Stated Maturity”
means, when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in
such Security as the fixed date on which the payment of principal of such Security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the repurchase of such Security at the option of the
holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).


 


“Subsidiary”
means, in respect of any Person, corporation, company (including any limited liability company), association, partnership, joint
venture or other business entity of which a majority of the total voting power of the Voting Stock is at the time owned or controlled,
directly or indirectly, by:


 


(a)          such
Person;


 


(b)          such
Person and one or more Subsidiaries of such Person; or


 


(c)          one
or more Subsidiaries of such Person.


 


Unless otherwise required by
the context, Subsidiary shall refer to a Subsidiary of the Company.


 


“Trust Indenture Act”
or “TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed,
except as provided in Section 9.05; 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 Indenture until a successor replaces it in accordance
with the applicable provisions of this Indenture, and thereafter “Trustee” shall mean 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 means the Trustee with respect to Securities of that series.


 


“U.S. Government Obligations”
shall have the meaning assigned to it in Section 8.03.


 


“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.”


 


“Voting
Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any
date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors
of such person.


 


“Wholly Owned Subsidiary”
means, in respect of any Person, a Subsidiary with respect to which such Person owns, directly or indirectly, all of the Voting
Stock.  Unless otherwise required by the context, Wholly Owned Subsidiary shall refer to a Wholly Owned Subsidiary of
the Company.


 




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SECTION 1.02.     Other
Definitions.


 


	 	 	Term	 	Defined in Section
	“Paying Agent”	 	 	 	2.03
	“Registrar”	 	 	 	2.03


 


SECTION 1.03.     Incorporation
by Reference of Trust Indenture Act.  This Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture.  The following TIA terms have the following meanings:


 


“Commission” means
the SEC.


 


“indenture securities”
means the Securities.


 


“indenture security holder”
means a Holder.


 


“indenture to be qualified”
means this Indenture.


 


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


 


“obligor” on the
indenture securities means the Company and any other obligor on the indenture securities.


 


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


 


SECTION 1.04.     Rules
of Construction.  For all purposes of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:


 


(1)          the
terms defined in this Section have the meanings assigned to them in this Section 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, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted
at the date of such computation;


 




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(4)          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; and


 


(5)          headings
are for convenience of reference only and do not affect interpretation.


 


SECTION 1.05.     Acts
of Holders.  (a)  Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given 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; and, 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. Proof of execution
of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Company, if made in the manner provided is this Section.


 


(b)       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 acknowledgements 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.


 


(c)       At
any time, the ownership of Securities shall be proved by the Registrar.


 


(d)       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.


 


ARTICLE II


 


The Securities


 


SECTION 2.01.     Amount
Unlimited; Issuable in Series.  The aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued in one or more series. The Securities may be issued in a total
principal amount up to that authorized from time to time by or pursuant to relevant Board Resolutions or established in one or
more indentures supplemental hereto, which shall specify:


 




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


 


(b)          any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of that series pursuant to Section 2.06, Section 2.07, Section 2.09, Section 2.12, Section 3.07 or Section 9.05);


 


(c)          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, as Global Securities or otherwise, and, if so, whether beneficial owners of interests
in any such Global Security may exchange such interests for Securities of such series 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 2.12, and the initial Depositary for any Global Security or Securities of such series;


 


(d)          the
date or dates (or manner of determining the same) on which the principal of and premium, if any, on the Securities of the series
is payable;


 


(e)          the
rate or rates, or the method to be used in ascertaining the rate or rates (which may be fixed or variable), at which the Securities
of the series shall bear interest (if any), the basis upon which interest shall be calculated if other than that of a 360-day year
of 12 30-day months, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest
shall be payable and the record date for the interest payable on any Interest Payment Date;


 


(f)           if
the trustee of that series is other than the Trustee initially named in this Indenture or any successor thereto, the trustee of
the series;


 


(g)          the
place or places where the principal of, premium, if any, and interest on Securities of the series shall be payable;


 


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


 


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


 


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


 




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(k)          if
denominated in other than Dollars, the Foreign Currency or Foreign Currencies, including composite Currencies, in which the Securities
of that series are denominated, and the denominations in which Securities of that series shall be issuable;


 


(l)           if
other than the Currency in which the Securities of the series are denominated, the Currency or Currencies, including composite
Currencies, in which payment of the principal of, premium, if any, and interest on Securities of that series shall be payable;


 


(m)         if
the amount of payments of the principal of, premium, if any, and interest on the Securities of the series may be determined with
reference to any commodities, Currencies or indices, values, rates or prices or any other index or formula, the manner in which
such amounts shall be determined;


 


(n)          if
other than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02;


 


(o)          if
convertible into Securities of another series, shares of capital stock or other securities of the Company, the terms upon which
the Securities of the series will be convertible into Securities of such other series, shares of capital stock or other securities
of the Company;


 


(p)          the
right, if any, of the Company to redeem all or any part of the Securities of the series before Maturity and the period or periods
within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed;


 


(q)          if
the provisions of Article VIII hereof shall not be applicable with respect to the Securities of such series; or any addition to
or change in the provisions of Article VIII;


 


(r)           if
other than or in addition to the events specified in Section 6.01, events of default with respect to the Securities of the series;


 


(s)          if
other than or in addition to the events specified in Article IV, covenants with respect to the Securities of the series;


 


(t)           conditions
to any merger or consolidation;


 


 


(u)          any
other terms of or relating to the Securities of that series; and


 


(v)          the
form of any notice to be delivered to the Trustee with respect to any such Security.


 




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All Securities of any particular
series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to the Board Resolution or supplemental indenture. Unless otherwise provided by a Board Resolution or
a supplemental indenture with respect to the Securities of any series, the Company may from time to time, without notice to or
consent of Holders of Outstanding Securities of such series, create and issue additional Securities of such series ranking pari
passu in all respects and being identical in all respects (other than the issue date, issue price and the payment of interest accruing
prior to the issue date of such additional Securities). Such additional Securities may be consolidated and form a single series
with the Securities of such series and have the same terms as to status, redemption or otherwise as the Securities of such series.


 


The Trustee need not authenticate
the Securities in any series if their terms impose on the Trustee duties in addition to those imposed on the Trustee by this Indenture.
If the Trustee does authenticate any such Securities, the authentication will evidence the Trustee’s agreement to comply
with any such additional duties.


 


Each Depositary for a Global
Security in registered form shall, if required at the time of its designation and at all times while it serves as a Depositary,
be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.


 


SECTION 2.02.     Execution,
Authentication and Delivery.  (a)  An Officer (and for purposes of this Section 2.02, the term Officer
shall include any Vice President of the Company authorized by the Board of Directors) shall sign the Securities on behalf of the
Company by manual or facsimile signature.


 


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


 


(c)        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication
and delivery of such Securities, and the Trustee in accordance with such written order of the Company shall authenticate and deliver
such Securities.  Such written order shall specify the amount of the Securities to be authenticated, the date on which
the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms
of the Securities of such series not otherwise determined.


 


(d)          A
Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the
Security.  The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.


 


(e)         The
Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities.  Unless
limited by the terms of such appointment, an


authenticating agent may authenticate Securities
whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication
by such agent.  An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices
and demands.


 




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(f)           If
the form or terms of the Securities of a series have been established in or pursuant to one or more Board Resolutions as permitted
by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be entitled to receive (in addition to the documents required by Section 10.04), and (subject
to Section 7.01) shall be fully protected in relying upon:


 


		(i)	an Officers’ Certificate setting forth the Board Resolution or Resolutions; and



 


		(ii)	an Opinion of Counsel stating that the form and terms of the series have been established by or pursuant
to a Board Resolution or Resolutions in conformity with this Indenture, and that Securities in such form when completed by appropriate
insertions and executed by the Company and delivered by the Company to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture within the authorization as to aggregate principal
amount established from time to time by the Board of Directors and sold in the manner specified in such Opinion of Counsel, will
be the legal, valid and binding obligations of the Company entitled to the benefits of this Indenture, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights
generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law), and to such other
qualifications as such counsel shall conclude do not materially affect the rights of Holders of Securities of that series or that
are customarily included in similar opinions by lawyers experienced in such matters.



 


(g)          If
all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate
and Opinion of Counsel at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel
shall be delivered at or before the time of issuance of the first Security of the series to be issued.


 


SECTION 2.03.     Registrar
and Paying Agent.  (a)  The Company shall maintain an office or agency for each series of Securities in
the City of New York where Securities may be presented for registration of transfer or for exchange (the “Registrar”)
and an office or agency in the City of New York where Securities may be presented for payment (the “Paying Agent”).  The
Registrar shall keep a register of the Securities and of their transfer and exchange.  The Company may have one or more
co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and
the term “Paying Agent” includes any additional paying agent.


 


(b)         The
Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which
shall incorporate the terms of the TIA.  Such agreement shall implement the provisions of this Indenture that relate
to such agent.  The Company shall notify the Trustee in writing of the name and address of any such agent.  If
the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.07.  The Company or any of its domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent or Registrar.


 




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(c)          The
Company hereby initially appoints the Trustee as Registrar and Paying Agent.


 


SECTION 2.04.     Paying
Agent To Hold Money in Trust.  The Company shall require each Paying Agent other than the Trustee to agree in writing
that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium, if any, or interest on the Securities and shall notify the Trustee of any default by the Company
in making any such payment.  If the Company or a Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent.  Upon complying
with this Section 2.04, the Paying Agent shall have no further liability for the money. Each Paying Agent shall otherwise comply
with TIA § 317(b).


 


SECTION 2.05.     Holder
Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of all Holders of each series of Securities and shall otherwise comply with the requirements of
TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least
five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of each series of Securities
and the Company shall otherwise comply with the requirements of TIA § 312(a).


 


SECTION 2.06.     Transfer
and Exchange.  (a)  Where Securities of a series are presented to the Registrar with a request to register
a transfer or to exchange them for an equal principal amount of Securities of the same series, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met.  To permit registrations of transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for
any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment
by a Holder of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other
than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 3.07 or 9.05).


 


(b)        Neither
the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any series for
the period beginning __ Business Days prior to the mailing of a notice of redemption of Securities of that series selected for
redemption and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange Securities
of any series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected,
called or being called for redemption in part.


 




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SECTION 2.07.     Replacement
Securities.  (a)  If a mutilated Security is surrendered to the Trustee or if the Holder of a Security
claims that such Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate
a replacement Security of the same series if the Holder satisfies the requirements of the Trustee.  Such Holder shall
furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying
Agent and the Registrar from any loss which any of them may suffer if a Security is replaced.  The Company and the Trustee
may charge a Holder for their expenses in replacing a Security.


 


(b)        Every
replacement Security is an Obligation of the Company.


 


SECTION 2.08.     Outstanding
Securities.  (a)  Securities Outstanding at any time are all Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding.  A
Security does not cease to be Outstanding because the Company or an Affiliate of the Company holds the Security.


 


(b)        If
a Security is replaced pursuant to Section 2.07, it ceases to be Outstanding unless the Trustee receive proof satisfactory to it
that the replaced Security is held by a bona fide purchaser.


 


(c)        If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or the Stated Maturity
money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to
be redeemed or maturing, as the case may be, then on and after that date such Securities (or portions thereof) cease to be Outstanding
and interest on them ceases to accrue.


 


SECTION 2.09.     Temporary
Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities.  Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary Securities.  Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities.


 


SECTION 2.10.     Cancellation.  The
Company at any time may deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of transfer, exchange, payment or redemption.  The
Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment, redemption or
cancellation and will dispose of all cancelled Securities in accordance with its customary procedures unless the Company directs
the Trustee to deliver canceled Securities to the Company.  The Company may not issue new Securities to replace Securities
it has redeemed, paid or delivered to the Trustee for cancellation.


 




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SECTION 2.11.     Defaulted
Interest.  If the Company defaults in a payment of interest on the Securities of any series, the Company shall pay
the defaulted interest in any lawful manner, in each case at the rate provided in the Securities of such series.  The
Company may pay the defaulted interest to the Persons who are Holders on a subsequent special record date.  The Company
shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and
shall promptly mail to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest
to be paid.


 


SECTION 2.12.     Global
Securities.  (a)  Terms of Securities.  A Board Resolution or a supplemental indenture
shall establish whether the Securities of a series shall be issued in whole or in part in the form of one or more Global Securities
and the Depositary for such Global Security or Securities.


 


(b)        Transfer
and Exchange.  Notwithstanding any provisions to the contrary contained in Section 2.06 of this Indenture and in
addition thereto, any Global Security shall be exchangeable pursuant to Section 2.06 of this Indenture for Securities registered
in the names of Holders other than the Depositary for such Security or its nominee only if (i) the Company delivers to the Trustee
a notice from the Depositary that (A) the Depositary is no longer willing or able to continue as depositary for any Global Security,
or (B) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either
case, the Company is unable to locate a qualified successor within 120 days, (ii) the Company, at its option, notifies the Trustee
in writing that it elects to cause the issuance of Securities in definitive form under this Indenture, or (iii) there has occurred
and is continuing a Default or Event of Default with respect to such Securities.  Any Global Security that is exchangeable
pursuant to the preceding sentence shall, upon surrender by the Depositary of such Global Security, be exchangeable for Securities
registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount
of the Global Security with like tenor and terms.  Except as provided in this Section 2.12(b), a Global Security may
not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by
a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such a successor Depositary.


 


(c)        Legend.  Any
Global Security issued 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 the Depositary named below or a nominee of
the Depositary.  This Security is not exchangeable for Securities registered in the name of a Person other than the Depositary
or its nominee except in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer
of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in the limited circumstances described in the Indenture.”


 


(d)        Acts
of Holders.  The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take
any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take
under this Indenture.


 




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(e)        Payments.  Notwithstanding
the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.01, payment of the principal of
and interest, if any, on any Global Security shall be made to the Holder thereof.


 


(f)        Consents,
Declaration and Directions.  Members of, or participants in, the Depositary (“Members”) shall have no
rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Custodian under
such Global Security, and the Depositary may be treated by the Company, the Trustee, the Paying Agent and the Registrar and any
of their agents as the absolute owner of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect
to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and
its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial
interest in any Global Security.  The Holder of a Security may grant proxies and otherwise authorize any Person, including
Members and Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture
or the Securities.


 


Neither the Company nor the
Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities
by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither
the Company nor the Trustee shall be liable for any delay by the related Global Security Holder or the Depositary in identifying
the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such
Global Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective
principal amounts, of the Securities to be issued).


 


SECTION 2.13.     CUSIP
Numbers.  The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use) and,
if so, the Trustee shall use “CUSIP” numbers in notices as a convenience to Holders; provided, however,
that neither the Company nor the Trustee shall have any responsibility for any defect in the “CUSIP” number that appears
on any Security, check, advice of payment or notice, and 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 and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such notice shall not be affected by any defect in or omission of such
numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP number(s).


 




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ARTICLE III


 


Redemption


 


SECTION 3.01.     Applicability
of this Article.  Securities of any series that are redeemable prior to their Stated Maturity shall be redeemable
in accordance with their terms (except as otherwise specified in this Indenture for Securities of any series) and in accordance
with this Article III.


 


SECTION 3.02.     Notice
to the Trustee.  If the Company elects to redeem Securities of any series pursuant to this Indenture, it shall notify
the Trustee of the Redemption Date and the principal amount of Securities of such series to be redeemed.  The Company
shall give the notice provided for in this Section 3.02 at least __ days before the Redemption Date unless the Trustee consents
to a shorter period.  Such notice shall be accompanied by an Officers’ Certificate from the Company stating that
such redemption will comply with the provisions of this Indenture and of the Securities of such series. Any such notice may be
canceled at any time prior to the mailing of such notice of such redemption to any Holder and shall thereupon be void and of no
effect.


 


SECTION 3.03.     Selection
of Securities to Be Redeemed.  If less than all the Securities of any series are to be redeemed, the Trustee shall
select, not more than __ days prior to the Redemption Date, the Securities of such series to be redeemed either pro rata or by
lot or by such other method that the Trustee considers 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.  The Trustee shall make the selection from Outstanding Securities of such series not previously called
for redemption.


 


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


 


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


 


SECTION 3.04.     Notice
of Redemption.  (a) At least __ days but not more than __ days prior to the Redemption Date of Securities, the
Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder’s
registered address.  The notice shall identify the Securities (including CUSIP number(s)) to be redeemed and shall state:


 


(1)          the
Redemption Date;


 


(2)          the
Redemption Price (or the method of calculating or determining the Redemption Price);


 


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


 




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(4)          that
Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;


 


(5)          if
any Security is to be redeemed in part, the portion of the principal amount thereof to be redeemed and that on and after the Redemption
Date, upon surrender for cancellation of such Security to the Paying Agent, a new Security or Securities in the aggregate principal
amount equal to the unredeemed portion thereof will be issued without charge to the Holder;


 


(6)          that,
unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on
and after the Redemption Date, and the only remaining right of the Holders of such Securities is to receive payment of the Redemption
Price upon surrender to the Paying Agent of the Securities redeemed; and


 


(7)          that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Securities being redeemed.


 


(b)           At
the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s
expense.  In such event, the Company shall provide the Trustee with the information required by this Section 3.04 at
least __ days prior to the date of the giving of the notice of redemption (unless a shorter period shall be satisfactory to the
Trustee).


 


SECTION 3.05.     Effect
of Notice of Redemption.  Once notice of redemption is mailed, Securities called for redemption become due and payable
on the Redemption Date and at the Redemption Price stated in the notice.  Upon surrender to the Paying Agent, such Securities
shall be paid at the Redemption Price stated in the notice, plus accrued interest, if any, to the Redemption Date (subject to the
right of Holders of record on the relevant record date to receive interest due on the related Interest Payment Date that is on
or prior to the Redemption Date). Failure to give notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder.


 


SECTION 3.06.     Deposit
of Redemption Price.  By 10:00 a.m., New York City time on any Redemption Date, the Company shall deposit with the
Paying Agent (or, if the Company or a Wholly Owned Subsidiary is acting as the Paying Agent, shall segregate and hold in trust
as provided in Section 2.04) money sufficient to pay the Redemption Price of and accrued interest (subject to the right of Holders
of record on the relevant record date to receive interest due on the related Interest Payment Date that is on or prior to the Redemption
Date), on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption on that
date which have been delivered by the Company to the Trustee for cancellation.


 




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If the Company complies with
the preceding paragraph, then, unless the Company defaults in the payment of such Redemption Price, interest on the Securities
to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for
payment, and the Holders of such Securities shall have no further rights with respect to such Securities except for the right to
receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal, premium, if any, and, to the extent lawful, accrued interest thereon shall, until
paid, bear interest from the Redemption Date at the rate provided in the Securities or, in the case of OID Securities, such Securities’
yield to maturity.


 


SECTION 3.07.     Securities
Redeemed in Part.  Upon surrender to the Paying Agent of a Security to be redeemed in part, the Company shall execute
and the Trustee shall authenticate and deliver to the Holder (at the Company’s expense) a new Security or Securities of the
same series equal in principal amount to the unredeemed portion of the principal of the Security so surrendered.


 


ARTICLE IV


 


Covenants


 


SECTION 4.01.     Payment
of Principal, Premium and Interest.  The Company shall pay the principal of, premium, if any, and interest on the
Securities of each series on the dates and in the manner provided in the Securities of such series and in this Indenture. Principal,
premium and interest shall be considered paid on the date due if the Paying Agent (other than the Company or a Wholly Owned Subsidiary)
holds by 10:00 a.m., New York City time, on that date money deposited by the Company designated for and sufficient to pay all principal,
premium and interest then due. If a payment date is not a Business Day at a Place of Payment, payment may be made at that Place
of Payment on the next succeeding day that is a Business Day, and, unless specified with respect to such series of Securities,
no interest shall accrue on such payment for the intervening period.


 


SECTION 4.02.     Maintenance
of Office or Agency.  (a)  The Company will maintain or cause to be maintained in each Place of Payment
for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where
Securities 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. Unless otherwise designated by the Company by written
notice to the Trustee, such office or agency shall be the Corporate Trust Office of the Trustee. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


(b)        The
Company may also from time to time designate one or more other offices or agencies where the Securities of any series may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes.  The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.


 




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SECTION 4.03.     Money
for Securities Payments to Be Held in Trust.  (a)  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, premium, if any, 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 premium, if any) 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.


 


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


 


(c)        The
Company will cause each Paying Agent 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)          hold
all sums held by it for the payment of the principal of, premium, if any, or interest on Securities in trust for the benefit of
the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(2)          give
the Trustee notice of any default by the Company (or any other obligor upon the Securities) in the making of any payment of principal,
premium, if any, or interest on the Securities; and


 


(3)          at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.


 


(d)          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.


 




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(e)          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,
premium, if any, or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) 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.


 


SECTION 4.04.     Corporate
Existence.  Subject to Article V, the Company will do or cause to be done all things necessary to preserve and keep
in full force and effect the corporate existence, rights (charter and statutory) and franchises of the Company and its Significant
Subsidiaries; provided, however, that the Company shall not be required to preserve any such right or franchise
or corporate existence of any of its Significant Subsidiaries if the Company shall determine that the preservation or retention
thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the
loss thereof is not disadvantageous in any material respect to the Holders of Securities of any series.


 


SECTION 4.05.     Intentionally
omitted


 


SECTION 4.06.     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, and, in each case, only if the failure to pay or discharge could be disadvantageous in any material respect
to the Holders (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 by appropriate proceedings or otherwise.


 


SECTION 4.07.     Intentionally
omitted


 


SECTION 4.08.     Intentionally
omitted


 


SECTION 4.09.     Statement
as to Compliance.  The Company shall deliver to the Trustee within ___ days after the end of each fiscal year
of the Company a written statement signed by the principal executive officer, principal financial officer or principal accounting
officer of the Company, which need not constitute an Officers’ Certificate, stating that a review of the activities of the
Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with
a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and
further stating, that, to such Officers’ knowledge, the Company has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default
of which such Officers have knowledge and what action the Company is taking or proposes to take, if any, with respect thereto).


 




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SECTION 4.10.     Calculation
of Original Issue Discount.  If the Securities of any series are issued with original issue discount (“OID”)
(other than de minimis OID), as defined under the Internal Revenue Code, the Company shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying the amount of OID (including daily rates and accrual
periods) accrued on Outstanding Securities of such series as of the end of such year and (ii) such other specific information relating
to such OID as may then be relevant under the Internal Revenue Code.


 


ARTICLE V


 


Consolidation, Merger, Conveyance, Transfer
or Lease


 


SECTION 5.01.     Company
May Consolidate, Etc., Only on Certain Terms.  The Company shall not (i) consolidate with or merge into any other
Person; or (ii) sell, assign, transfer, convey, lease or otherwise dispose of all, or substantially all, of its assets, in one
or more related transactions, to any Person, unless:


 


(1)          either
(a) the Company is the surviving entity; or (b) the Person formed by such consolidation or into which the Company is merged, or
to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation, partnership or
limited liability company organized or existing under the laws of the United States, any state of the United States or the District
of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all the Securities
and the performance 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 occurred 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, sale, assignment, transfer, conveyance, lease or other disposition complies with this Indenture and that all conditions
precedent herein provided for relating to such transaction have been complied with.


 


SECTION 5.02.     Successor
Person Substituted.  Upon any consolidation or merger of the Company or any sale, assignment, conveyance, lease or
disposition of all, or substantially all, of the assets of the Company in accordance with Section 5.01, the successor entity formed
by such consolidation or into which the Company is merged or to which such consolidation, merger, sale, assignment, transfer, conveyance,
lease or other disposition 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 entity had been named as the Company herein, and thereafter, the
predecessor entity shall be released from all obligations under this Indenture and the Securities.


 




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ARTICLE VI


 


Defaults and Remedies


 


SECTION 6.01.     Events
of Default.  Unless otherwise indicated for a particular series of Securities by a Board Resolution or a supplemental
indenture hereto, wherever used herein with respect to a Security of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


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


 


(2)           default
in the payment of the principal of and premium, if any, on any Security of that series when due and payable at its Maturity or
otherwise; or


 


(3)           failure
by the Company to comply with any of its other covenants or agreements in, or provisions of, the Securities of such series or this
Indenture (other than an agreement, covenant or provision that has expressly been included in this Indenture solely for the benefit
of one or more series of Securities other than that series) and the failure continues for the period and after the notice specified
below; or


 


(4)           a
default under any bond, debenture, note or other evidence of indebtedness for money borrowed or guaranteed by the Company or any
Significant Subsidiary or under any mortgage, indenture, equipment trust agreement or instrument under which there may be issued
or by which there may be secured or evidenced any indebtedness for money borrowed or guaranteed by the Company or any Significant
Subsidiary (including this Indenture and including indebtedness in respect of capitalized lease obligations), whether such indebtedness
now exists or shall hereafter be created, which, together with all other such defaults, shall have resulted in such indebtedness,
in an aggregate principal amount exceeding $___________, becoming or being declared due and payable prior to the date on which
it would otherwise have become due and payable, without such indebtedness having discharged, or such acceleration having been rescinded
or annulled, or a sum of money sufficient to discharge in full such indebtedness is not deposited in trust, within the period and
after the notice specified below; or


 


(5)           the
Company pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an
order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially
all of its property; or (d) makes a general assignment for the benefit of its creditors; or


 




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(6)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company
in an involuntary case; (b) appoints a Custodian of the Company or for all or substantially all of the property of the Company;
(c) or orders the winding up or liquidation of the Company, and the order or decree remains unstayed and in effect for 90 consecutive
days; or


 


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


 


A default under clause (3)
or clause (4) shall not be an Event of Default with respect to a series of Securities until the Trustee notifies the Company, or
the Holders of at least __% in aggregate principal amount of the Outstanding Securities of that series notify the Company and the
Trustee of the default and the Company does not cure the default: (i) within __ days after receipt of the notice in the case of
clause (3) or (ii) within __ days after receipt of the notice in the case of clause (4). The notice must specify the default, demand
that it be remedied and state that the notice is a “Notice of Default.”


 


The Company shall deliver
to the Trustee, within __ days after the Company first gains knowledge of the occurrence thereof, written notice in the form of
an Officers’ Certificate of any Default or Event of Default, its status and what action the Company is taking or proposes
to take with respect thereto.


 


SECTION 6.02.     Acceleration.  (a)  If
an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than __% in principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if the Securities of such series are OID Securities, such portion of the principal amount as
may be specified in the terms thereof) of all the Securities of that series 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.


 


(b)          At
any time after such a declaration of acceleration with respect to the 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
defaulted interest on all Outstanding Securities of such series in accordance with Section 2.11,


 


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


 




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


 


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


 


(2)          all
Events of Default with respect to the Securities of such series, other than the nonpayment of the principal of, premium, if any,
or interest on the Securities of such series which have become due solely by such declaration of acceleration, have been cured
or waived as provided in Section 6.04.


 


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


 


SECTION 6.03.     Other
Remedies.  (a)  If an Event of Default with respect to the Securities of any series occurs and is continuing,
the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, or interest on the Securities
or to enforce the performance of any provision of the Securities or this Indenture.


 


(b)          The
Trustee may maintain a proceeding with respect to the Securities of any series even if it does not possess any of the Securities
or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any
right or remedy accruing upon an Event of Default with respect to the Securities of any series shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default with respect to such Securities.  No remedy is exclusive
of any other remedy.  All available remedies are cumulative to the extent permitted by law.


 


SECTION 6.04.     Waiver
of Past Defaults.  The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series
by notice to the Trustee may on behalf of the Holders of all of such Securities waive an existing Default with respect to the Securities
of such series and its consequences except (i) a Default in the payment of the principal of, premium, if any, or interest on a
Security of such series or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent
of each Holder of the Securities of such series.  When a Default is waived, it shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right.


 


SECTION 6.05.     Control
by Majority.  The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series
(each series voting as a separate class) may direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Securities of such series.  However,
the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the
Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however,
that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.


 




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SECTION 6.06.     Limitation
on Suits.  (a)  A Holder of a Security of any series may not pursue any remedy with respect to this Indenture
or the Securities of such series unless:


 


(1)          such
Holder shall have previously given the Trustee written notice that an Event of Default with respect to such Securities is continuing;


 


(2)          the
Holders of at least __% in aggregate principal amount of the Outstanding Securities of such series shall have made a written request
to the Trustee to pursue the remedy;


 


(3)          such
Holder or Holders shall have offered and, if requested, shall provide to the Trustee security or indemnity satisfactory to the
Trustee against any loss, liability or expense;


 


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


 


(5)          during
such __-day period, Holders of a majority in aggregate principal amount of the Outstanding Securities of such series do not give
the Trustee a direction inconsistent with such request.


 


(b)          A
Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another
Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances
are unduly prejudicial to such Holders).


 


SECTION 6.07.     Rights
of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture, the right of any Holder to
receive payment of principal of, premium, if any, and interest on the Securities held by such Holder, on or after the respective
due dates expressed in the Securities, 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 consent of such Holder.


 


SECTION 6.08.     Collection
Suit by Trustee.  If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.


 


SECTION 6.09.     Trustee
May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company,
its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any
election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make 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 its counsel, and any other amounts due the Trustee under Section 7.07.


 




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SECTION 6.10.     Priorities.  (a)  If
the Trustee collects any money or property pursuant to this Article VI with respect to any series of Securities, it shall pay out
the money or property in the following order:


 


FIRST:  to the Trustee
for amounts due under Section 7.07;


 


SECOND:  to Holders
of such Securities for amounts due and unpaid on such Securities for principal, premium, if any, and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium, if any,
and interest, respectively; and


 


THIRD:  to the Company.


 


(b)          The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.  At least __ days
before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment
date and amount to be paid.


 


SECTION 6.11.     Undertaking
for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the
Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee,
a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than __% in aggregate principal amount of the Outstanding
Securities of any series.


 


SECTION 6.12.     Waiver
of Stay or Extension Laws.  The Company (to the extent it may lawfully do so) shall not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law, wherever enacted, now
or at any time hereafter in force, that 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 shall not hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power
as though no such law had been enacted.


 


ARTICLE VII


 


Trustee


 


SECTION 7.01.     Duties
of Trustee.  (a)  If an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in such exercise, as a prudent Person
would exercise or use under the circumstances in the conduct of such Person’s own affairs.


 




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(b)          Except
during the continuance of an Event of Default with respect to the Securities of any series:


 


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


 


(2)          in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture.  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 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:


 


(1)          this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(2)          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


 


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


 


(d)          Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section 7.01.


 


(e)          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. All money received
by the Trustee shall, until applied as herein provided, be held in trust for the payment of the principal of, premium, if any,
and interest on the Securities.


 


(f)          No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.  The Trustee
will be under no obligation to exercise any of its rights and powers under this Indenture at the request or demand of any Holders,
unless the Holders have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.


 




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(g)          Every
provision of this Indenture relating to the conduct, affecting the liability of, or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.


 


SECTION 7.02.     Rights
of Trustee.


 


(a)          The
Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person.  The
Trustee need not investigate any fact or matter stated in the document.


 


(b)          Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel.  The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate
or Opinion of Counsel.


 


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


 


(d)          The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct
does not constitute willful misconduct or negligence.


 


(e)          The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating
to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action
taken, omitted or suffered by it hereunder without negligence and in good faith and in accordance with the advice or opinion of
such counsel.


 


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


 


(g)          The
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified
herein.


 


(h)          The
Trustee shall not be deemed to have notice of any Default or Event of Default with respect to the Securities of any series 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 such Securities and
this Indenture.


 


(i)           In
no event shall the Trustee be responsible or liable for special, indirect, punitive 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.


 




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(j)           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 other
Person employed to act hereunder.


 


(k)          The
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


SECTION 7.03.     Individual
Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.  Any
Paying Agent or Registrar may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and
7.11.


 


SECTION 7.04.     Trustee’s
Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities,
and it shall not be responsible for any statement of the Company in this Indenture, the Securities or in any document issued in
connection with the sale of the Securities, other than the Trustee’s certificate of authentication.


 


SECTION 7.05.     Notice
of Defaults.  If a Default or Event of Default occurs and is continuing with respect to the Securities of any series
and if it is known by a Responsible Officer of the Trustee, the Trustee shall mail to each Holder of such Securities notice of
the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default
in payment of principal of, premium, if any, or interest on any Security of any series, 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 such Securities.


 


SECTION 7.06.     Reports
by Trustee to Holders.  (a)  Within 60 days after ______ of each year beginning with the _________
following the date of this Indenture, and for so long as Securities of any series remain outstanding, the Trustee shall mail to
each Holder a brief report dated as of such _________ that complies with TIA § 313(a), if and to the extent required
by such subsection.  The Trustee shall also comply with TIA § 313(b).


 


(b)          A
copy of each report at the time of its mailing to the Holders of Securities of any series shall be mailed by the Trustee to the
Company and filed by the Trustee with the SEC and each exchange, if any, on which such Securities are listed in accordance with
TIA § 313(d).  The Company agrees to notify promptly the Trustee in writing whenever the Securities of any series
become listed on any exchange and of any delisting thereof.


 




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SECTION 7.07.     Compensation
and Indemnity.  (a)  The Company shall pay to the Trustee from time to time such compensation for its services
as shall be agreed in writing between the Company and the Trustee.  The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon request for
all reasonable and documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the
compensation for its services.  Such expenses shall include the reasonable and documented compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and experts.  The Company shall indemnify
the Trustee against any and all loss, liability, damages, claim or expense (including reasonable and documented fees and expenses
of outside counsel) incurred by it in connection


with the acceptance and administration of this
trust and the performance of its duties hereunder.  The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder
unless the Company has been prejudiced thereby.  The Company shall defend the claim, and the Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such counsel.  The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct,
negligence or bad faith.  The Company need not pay for any settlement made by the Trustee without the Company’s
consent, such consent not to be unreasonably withheld.  All indemnifications and releases from liability granted hereunder
to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns.


 


(b)          To
secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Securities on all money
or property held or collected by the Trustee other than money or property held in trust to pay principal of, premium, if any, and
interest with respect to Securities of any series.


 


(c)          The
Company’s payment obligations pursuant to this Section 7.07 shall survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture.  When the Trustee incurs expenses after the occurrence of an Event of Default
specified in Section 6.01(5) or (6) with respect to the Company, the expenses are intended to constitute expenses of administration
under any Bankruptcy Law.


 


SECTION 7.08.     Replacement
of Trustee.  (a)  A resignation or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.


 


(b)          The
Trustee may resign and be discharged at any time with respect to the Securities of one or more series by so notifying the Company.  The
Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may remove the Trustee with respect
to the Securities of such series by so notifying the Trustee and the Company.  The Company shall remove the Trustee with
respect to Securities of one or more series if:


 


(1)          the
Trustee fails to comply with Section 7.10;


 


(2)          the
Trustee is adjudged bankrupt or insolvent;


 


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


 




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(4)          the
Trustee otherwise becomes incapable of acting.


 


(c)          If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities
of one or more series, the Company 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). Within one year after the successor Trustee with respect to the Securities of any series takes office, the Holders of
a majority in principal amount of the Securities of such series then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.


 


(d)          A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the retiring Trustee with respect to each series of Securities for which it is acting as Trustee under this
Indenture.  The successor Trustee shall mail a notice of its succession to Holders of the applicable series of Securities.  The
retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided
for in Section 7.07.


 


(e)          If
a successor Trustee does not take office within __ days after the retiring Trustee resigns or is removed, the retiring Trustee
or the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of that series may petition,
at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.


 


(f)          If
the Trustee fails to comply with Section 7.10, any Holder who has been a bona fide Holder of a Security of that series for
at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(g)     
    Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee with respect to expenses and
liabilities incurred by it prior to such replacement.


 


SECTION 7.09.     Successor
Trustee by Merger.  (a)  Subject to Section 7.10, if the Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business to, another corporation or banking association, the successor
corporation or banking association without any further act shall be the successor Trustee; provided, however,
that in the case of a transfer of all or substantially all of its corporate trust business to another corporation, the transferee
corporation expressly assumes all of the Trustee’s liabilities hereunder.


 




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


 


SECTION 7.10.     Eligibility;
Disqualification.  The Trustee shall at all times satisfy the requirements of TIA § 310(a).  The
Trustee shall have a combined capital and surplus of at least $_______ as set forth in its most recent published annual report
of condition.  The Trustee shall comply with TIA § 310(b); provided, however, that
there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion
set forth in TIA § 310(b)(1) are met.


 


SECTION 7.11.     Preferential
Collection of Claims Against Company.  The Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a)
to the extent indicated therein.


 


ARTICLE VIII


 


Satisfaction and Discharge; Defeasance


 


SECTION 8.01.     Applicability
of Article.  The provisions of this Article shall be applicable to the Securities of all series issued pursuant to
this Indenture, except as otherwise specified pursuant to Section 2.01.


 


SECTION 8.02.     Satisfaction
and Discharge of Indenture.  (a)  This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities specified in such Company Request (except as to any surviving rights of registration of
transfer or exchange of Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when:


 


(1)          either:


 


(A)         all
Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 2.07 and (ii) Securities of such series 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
for discharge from such trust, as provided in Sections 2.04 and 4.03) have been delivered to the Trustee for cancellation; or


 


(B)         all
Securities of such series that have not been delivered to the Trustee for cancellation


 




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		1.	have become due and payable,



 


		2.	will become due and payable at their Stated Maturity within one year, or



 


		3.	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 1, 2 or 3 above,
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money in an amount, or (ii) U.S.
Government Obligations that through the payment of interest and principal 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 (iii) a combination of (i) and (ii),
sufficient to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if
any, and interest on, the Outstanding Securities of such series on the dates such installments of interest or principal and premium
are due; provided, however, in the event a petition for relief under federal bankruptcy laws, as now or hereafter constituted,
or any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within
__ days after the deposit and the Trustee is required to return the moneys then on deposit with the Trustee to the Company, the
obligations of the Company under this Indenture with respect to such Securities shall not be deemed terminated or discharged;


 


(2)  
       the Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Securities of such series; 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 with respect to the Securities of such series have been complied with.


 


(b)          Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under
Section 7.07 and,  if money or U.S. Government Obligations (as defined below) shall have been deposited with and held
by the Trustee pursuant to subclause (ii) of clause (1)(A) of this Section, the obligations of the Trustee under Section 8.07 and
Section 4.03(e), shall survive.


 


SECTION 8.03.     Defeasance
and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations.  At the Company’s option, either
(a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to Securities of any
series on the first day after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be
under any obligation to comply with any term, provision or condition set forth in Sections 4.06 and 5.01 with respect to Securities
of any series (and, if so specified pursuant to Section 2.01, any other restrictive covenant added for the benefit of such series
pursuant to Section 2.01) at any time after the applicable conditions set forth below have been satisfied (such action under clauses
(a) or (b) of this paragraph in no circumstance may be construed as an Event of Default under Section 6.01):


 




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(a)        The
Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money in an amount, or
(ii) U.S. Government Obligations that through the payment of interest and principal 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 (iii) a combination of (i)
and (ii), sufficient to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and
premium, if any, and interest on, the Outstanding Securities of such series on the dates such installments of interest or principal
and premium are due; and


 


(b)        No
Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other
than a Default resulting from the borrowing of funds and the grant of any related liens to be applied to such deposit).


 


“Discharged” means
that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except (A) the rights
of Holders of Securities of such series to receive, from the trust fund described in clause (a) above, payment of the principal
of and premium, if any, and interest on such Securities when such payments are due, (B) the Company’s obligations with respect
to Securities of such series under Sections 2.06, 2.07, 2.09, 4.02, 8.06 and 8.07 and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.


 


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


 


SECTION 8.04.     Repayment
to Company.   The Trustee and any Paying Agent shall promptly pay to the Company (or to its designee) upon Company
Order any excess moneys or U.S. Government Obligations held by them at any time, including any such moneys or obligations held
by the Trustee under any escrow trust agreement entered into pursuant to Section 8.06.  The provisions of Section 4.03(e)
shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after
the Maturity of any series of Securities for which money or U.S. Government Obligations have been deposited pursuant to Section
8.03.


 




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SECTION 8.05.     Indemnity
for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the deposited U.S. Government Obligations or the principal or interest received on such U.S. Government
Obligations.


 


SECTION 8.06.     Deposits
to Be Held in Escrow. Any deposits with the Trustee referred to in Section 8.03 above shall be irrevocable (except to the extent
provided in Sections 8.04 and 8.07) and shall be made under the terms of an escrow trust agreement.  If any Outstanding
Securities of a series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions
or in accordance with any mandatory or optional sinking fund requirement, the applicable escrow trust agreement shall provide therefor
and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company.  The agreement shall provide that, upon satisfaction of any mandatory
sinking fund payment requirements, whether by deposit of moneys, application of proceeds of deposited U.S. Government Obligations
or, if permitted, by delivery of Securities, the Trustee shall pay or deliver over to the Company as excess moneys pursuant to
Section 8.04 all funds or obligations then held under the agreement and allocable to the sinking fund payment requirements so satisfied.


 


If Securities of a series with
respect to which such deposits are made may be subject to later redemption at the option of the Company or pursuant to optional
sinking fund payments, the applicable escrow trust agreement may, at the option of the Company, provide therefor.  In
the case of an optional redemption in whole or in part, such agreement shall require the Company to deposit with the Trustee on
or before the date notice of redemption is given funds sufficient to pay the Redemption Price of the Securities to be redeemed
together with all unpaid interest thereon to the Redemption Date.  Upon such deposit of funds, the Trustee shall pay
or deliver over to the Company as excess funds pursuant to Section 8.04 all funds or obligations then held under such agreement
and allocable to the Securities to be redeemed.  In the case of exercise of optional sinking fund payment rights by the
Company, such agreement shall, at the option of the Company, provide that upon deposit by the Company with the Trustee of funds
pursuant to such exercise the Trustee shall pay or deliver over to the Company as excess funds pursuant to Section 8.04 all funds
or obligations then held under such agreement for such series and allocable to the Securities to be redeemed.


 


SECTION 8.07.     Application
of Trust Money.  Subject to the provisions of Section 4.03(e), all money deposited with the Trustee pursuant to Sections
8.02 and 8.03 with respect to the Securities of a series shall be held in trust and applied by it, in accordance with the provisions
of the 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 Persons entitled thereto, of the principal, premium,
if any, and interest for whose payment such money has been deposited with the Trustee; but such moneys need not be segregated from
other funds except to the extent required by law.


 




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SECTION 8.08.     Deposits
of Non-U.S. Currencies. Notwithstanding the foregoing provisions of this Article, if the Securities of any series are payable
in a Currency other than Dollars, the Currency or the nature of the government obligations to be deposited with the Trustee under
the foregoing provisions of this Article shall be as set forth in the Officer’s Certificate or established in the supplemental
indenture under which the Securities of such series are issued.


 


ARTICLE IX


 


Amendments, Supplemental Indentures and Waivers


 


SECTION 9.01.     Without
Consent of Holders.  Unless otherwise indicated for a particular series by a Board Resolution or a supplemental indenture,
notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities
of one or more series without the consent of any Holder of such Securities in a form reasonably satisfactory to the Trustee:


 


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


 


(2)          to
comply with Article V;


 


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


 


(4)          to
evidence the assumption of the Company’s obligations under this Indenture and the Securities, by a successor thereto in the
case of a consolidation or merger or a sale, assignment, transfer, conveyance, lease or other disposition of all or substantially
all of the assets of the Company, taken as a whole;


 


(5)          to
make any change that would provide any additional rights or benefits to the Holders of the Securities of a series, that would surrender
any right, power or option conferred by this Indenture on the Company or that does not adversely affect in any material respect
the legal rights of any Holder of such Securities;


 


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


 


(7)          to
conform the text of this Indenture (only with respect to such series) or any Board Resolution or supplemental indenture with respect
to the Securities of such series to the description of notes contained in the offering document pursuant to which such Securities
were offered;


 




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(8)          to
provide for the issuance of and establish the form and terms and conditions of Securities of any series as permitted by this Indenture;


 


(9)          to
add to, change or eliminate any of the provisions of this Indenture with respect to Securities of a series; although no such addition,
change or elimination may apply to Securities of a series created prior to the execution of such amendment and entitled to the
benefit of such provision, nor may any such amendment modify the rights of a Holder of any Security with respect to such provision,
unless the amendment becomes effective only when there is no Outstanding Security of a series created prior to such amendment and
entitled to the benefit of such provision;


 


(10)        to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders
of Securities of such series or any other series of Securities;


 


(11)        to
secure or provide guarantees of the Company’s obligations under the Securities or a series and this Indenture; or


 


(12)        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.


 


Upon the request of the Company
accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by
the Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Company in the execution of such
amended or supplemental indenture and make any further appropriate agreements and stipulations that may be therein contained unless
such amended or supplemental indenture directly and adversely affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended
or supplemental indenture.


 


SECTION 9.02.     With
Consent of Holders.  The Company may amend or supplement this Indenture and the Securities of a series with the written
consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of such series affected by
such amendment or supplement. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing
the execution of any such amended or supplemental indenture, upon receipt by the Trustee of evidence satisfactory to the Trustee
of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section
9.06 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture and make any further
appropriate agreements and stipulations that may be therein contained unless such amended or supplemental indenture directly and
adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. The Holders of a majority
in principal amount of the Securities of such series may waive compliance by the Company with any provision of this Indenture or
the Securities of such series without notice to any Holder. However, with respect to a given Holder of such series affected thereby,
an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not, without such Holder’s consent:


 




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


 


(2)          reduce
the rate of interest on any Security of such series;


 


(3)          reduce
the principal amount of or the premium, if any, on any Security or change the Stated Maturity of any Security;


 


(4)          change
the place, manner, timing or Currency of payment of principal of, premium, if any, or interest on, any Security;


 


(5)          reduce
the portion of the principal amount of an OID Security of such series payable upon acceleration of its Maturity; or


 


(6)          makes
any change in the amendment and waiver provisions of this Section 9.02.


 


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


 


SECTION 9.03.     Compliance
with Trust Indenture Act of 1939.  Every amendment to or supplement of this Indenture or the Securities of one or
more series shall comply with the TIA as then in effect.


 


SECTION 9.04.     Revocation
and Effect of Consents.  A consent to an amendment, supplement or waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on the Security. However, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of the Security, provided that the Trustee must receive the notice of revocation before
the date the amendment, supplement or waiver becomes effective.


 


After an amendment, supplement
or waiver becomes effective, it shall bind every Holder of such series affected thereby unless it makes a change described in clauses
(1) through (6) of Section 9.02. In that case, the amendment, supplement or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security.


 




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SECTION 9.05.     Notation
on or Exchange of Securities.  If an amendment, supplement or waiver changes the terms of a Security of a series,
the Trustee may require the Holder of the Security of such series to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security of such series about the amendment, supplement or waiver and return it to the Holder. Alternatively, if
the Company or the Trustee so determine, the Company in exchange for the Security of such series shall issue and the Trustee shall,
upon the receipt of an Authentication Order, authenticate a new Security of that series that reflects the amendment, supplement
or waiver.


 


Failure to make the appropriate
notation or issue a new Security of that series will not affect the validity and effect of such amendment, supplemental indenture
or waiver.


 


SECTION 9.06.     Trustee
to Sign Amendments, etc.  The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this
Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. In signing such amendment, supplement or waiver the Trustee shall be entitled to receive, and (subject to Section 7.01)
shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment, supplement or waiver
is authorized or permitted by this Indenture. The Company shall not sign an amendment or supplement unless authorized by an appropriate
Board Resolution.


 


ARTICLE X


 


Miscellaneous


 


SECTION 10.01.   Trust
Indenture Act Controls.  If any provision of this Indenture limits, qualifies or conflicts with the duties imposed
by TIA §318(c), the imposed duties will control.


 


SECTION 10.02.   Notices.  (a)  Any
notice, communication or Act shall be in writing and delivered in Person or mailed by first-class mail (registered or certified,
return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to the other’s address:


 


if to the Company:


 


Manhattan Bridge Capital, Inc.


 


Facsimile:


Attention:


 


if to the Trustee:


 




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Facsimile:


Attention:


 


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


 


(c)        All
notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


(d)        Any
notice or communication mailed to a Holder shall be mailed by first-class mail, postage prepaid, to the Holder at the Holder’s
address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.


 


(e)        Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.  If
a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.


 


(f)        In
case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice
required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute
a sufficient mailing of such notice.


 


SECTION 10.03.   Communication
by Holders with Other Holders.  Holders may communicate pursuant to TIA § 312(b) with other Holders with
respect to their rights under this Indenture or the Securities.  The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA § 312(c).


 


SECTION 10.04.   Certificate
and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take or
refrain from taking any action under this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee:


 


(1)        an
Officers’ Certificate (which shall include the statements set forth in Section 10.05) in form and substance reasonably satisfactory
to the Trustee stating 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 complied with; and


 


(2)    
   an Opinion of Counsel (which shall include the statements set forth in Section 10.05) in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent and covenants have been
complied with.


 


SECTION 10.05.   Statements
Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions
of TIA § 314(e) and shall include:


 




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(1)          a
statement that the individual making such certificate or opinion has read such covenant or condition;


 


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


 


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


 


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


 


SECTION 10.06.   Rules
by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for action by or a meeting of Holders.  The
Registrar or the Paying Agent may make reasonable rules and set reasonable requirements for its functions.


 


SECTION 10.07.   Governing
Law; Waiver of Jury Trial.  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


SECTION 10.08.   No
Recourse Against Others.  A director, officer, employee or stockholder of the Company or the Trustee, as such, shall
not have any liability for any obligations of the Company under the Securities or for any obligations of the Company or the Trustee
under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By
accepting a Security, each Holder shall waive and release all such liability.  The waiver and release shall be part of
the consideration for the issue of Securities.


 


SECTION 10.09.   Successors.  All
agreements of the Company in this Indenture shall bind its successors.  All agreements of the Trustee in this Indenture
and the Securities shall bind its successors.


 


SECTION 10.10.   Severability.  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, to the fullest extent permitted by applicable law, not in any way be affected
or impaired thereby.


 




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SECTION 10.11.   Counterpart
Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages
by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and
may be used in lieu of the original Indenture for all purposes.


 


SECTION 10.12.   Table
of Contents; Headings.  The table of contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall
not modify or restrict any of the terms or provisions hereof.


 


SECTION 10.13.   Force
Majeure.  In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;
it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


SECTION 10.14.   U.S.A.
Patriot Act.  The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account
with the Trustee.  The parties to this Indenture agree that they will provide the Trustee with such information as it
may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 




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


 


	 	MANHATTAN BRIDGE CAPITAL, INC.,
	 	 	 
	 	 	 
	 	By	 	 
	 	 	Name:
	 	 	Title:
	 	________________________________, as Trustee
	 	 	 
	 	By	 	 
	 	 	Name:
	 	 	Title: