Exhibit 4.3


WHOLE EARTH BRANDS, INC.


INDENTURE


Dated as of , 20


[__________]


Trustee


TABLE OF CONTENTS


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	Section 1.1	Definitions	1
	Section 1.2	Other Definitions	4
	Section 1.3	Incorporation by Reference of Trust Indenture Act	5
	Section 1.4	Rules of Construction	5
	ARTICLE II THE SECURITIES	6
	Section 2.1	Issuable in Series	6
	Section 2.2	Establishment of Terms of Series of Securities	6
	Section 2.3	Execution and Authentication	9
	Section 2.4	Registrar and Paying Agent	10
	Section 2.5	Paying Agent to Hold Money in Trust	10
	Section 2.6	Securityholder Lists	11
	Section 2.7	Transfer and Exchange	11
	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	11
	Section 2.9	Outstanding Securities	12
	Section 2.10	Treasury Securities	13
	Section 2.11	Temporary Securities	13
	Section 2.12	Cancellation	13
	Section 2.13	Defaulted Interest	13
	Section 2.14	Global Securities	13
	Section 2.15	CUSIP Numbers	16
	ARTICLE III REDEMPTION	16
	Section 3.1	Notice to Trustee	16
	Section 3.2	Selection of Securities to be Redeemed	16
	Section 3.3	Notice of Redemption	16
	Section 3.4	Effect of Notice of Redemption	17
	Section 3.5	Deposit of Redemption Price	17
	Section 3.6	Securities Redeemed in Part	17
	ARTICLE IV COVENANTS	18
	Section 4.1	Payment of Principal and Interest	18
	Section 4.2	SEC Reports	18
	Section 4.3	Compliance Certificate	18
	Section 4.4	Stay, Extension and Usury Laws	18
	ARTICLE V SUCCESSORS	19
	Section 5.1	When Company May Merge, Etc	19
	Section 5.2	Successor Corporation Substituted	19


 






     


     


    

 


TABLE OF CONTENTS


(Continued)


	 	 	Page
	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES	19
	Section 6.1	Events of Default	19
	Section 6.2	Acceleration of Maturity; Rescission and Annulment	21
	Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	21
	Section 6.4	Trustee May File Proofs of Claim	22
	Section 6.5	Trustee May Enforce Claims Without Possession of Securities	22
	Section 6.6	Application of Money Collected	23
	Section 6.7	Limitation on Suits	23
	Section 6.8	Unconditional Right of Holders to Receive Principal and Interest	23
	Section 6.9	Restoration of Rights and Remedies	24
	Section 6.10	Rights and Remedies Cumulative	24
	Section 6.11	Delay or Omission Not Waiver	24
	Section 6.12	Control by Holders	24
	Section 6.13	Waiver of Past Defaults	24
	Section 6.14	Undertaking for Costs	25
	ARTICLE VII TRUSTEE	25
	Section 7.1	Duties of Trustee	25
	Section 7.2	Rights of Trustee	26
	Section 7.3	Individual Rights of Trustee	27
	Section 7.4	Trustee’s Disclaimer	27
	Section 7.5	Notice of Defaults	27
	Section 7.6	Reports by Trustee to Holders	28
	Section 7.7	Compensation and Indemnity	28
	Section 7.8	Replacement of Trustee	28
	Section 7.9	Successor Trustee by Merger, Etc	29
	Section 7.10	Eligibility; Disqualification	29
	Section 7.11	Preferential Collection of Claims Against Company	30
	ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE	30
	Section 8.1	Satisfaction and Discharge of Indenture	30
	Section 8.2	Application of Trust Funds; Indemnification	31
	Section 8.3	Legal Defeasance of Securities of any Series	31
	Section 8.4	Covenant Defeasance	32
	Section 8.5	Repayment to Company	33
	Section 8.6	Reinstatement	33
	ARTICLE IX AMENDMENTS AND WAIVERS	33
	Section 9.1	Without Consent of Holders	33
	Section 9.2	With Consent of Holders	34
	Section 9.3	Limitations	35
	Section 9.4	Compliance with Trust Indenture Act	35
	Section 9.5	Revocation and Effect of Consents	35
	Section 9.6	Notation on or Exchange of Securities	36
	Section 9.7	Trustee Protected	36
	ARTICLE X MISCELLANEOUS	36
	Section 10.1	Trust Indenture Act Controls	36
	Section 10.2	Notices	36
	Section 10.3	Communication by Holders with Other Holders	37
	Section 10.4	Certificate and Opinion as to Conditions Precedent	37
	Section 10.5	Statements Required in Certificate or Opinion	37
	Section 10.6	Rules by Trustee and Agents	38
	Section 10.7	Legal Holidays	38
	Section 10.8	No Recourse Against Other	38
	Section 10.9	Counterparts	38
	Section 10.10	Governing Law; Waiver of Jury Trial; Consent to Jurisdiction	38






 






     


     


    

TABLE OF CONTENTS


(Continued)


 


	 	 	Page
	 	 	 
	Section 10.11	No Adverse Interpretation of Other Agreements	39
	Section 10.12	Successors	39
	Section 10.13	Severability	39
	Section 10.14	Table of Contents, Headings, Etc	39
	Section 10.15	Securities in a Foreign Currency	39
	Section 10.16	Judgment Currency	40
	Section 10.17	Force Majeure	40
	Section 10.18	U.S.A. Patriot Act	40
	ARTICLE XI SINKING FUNDS	40
	Section 11.1	Applicability of Article	40
	Section 11.2	Satisfaction of Sinking Fund Payments with Securities	41
	Section 11.3	Redemption of Securities for Sinking Fund	41


 


WHOLE EARTH BRANDS, INC.


 


Reconciliation and tie between Trust Indenture
Act of 1939 and Indenture, dated as of , 20


 


	§ 310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(a)(5)	 	7.10
	(b)	 	7.10
	§ 311(a)	 	7.11
	(b)	 	7.11
	(c)	 	Not Applicable
	§ 312(a)	 	2.6
	(b)	 	10.3
	(c)	 	10.3
	§ 313(a)	 	7.6
	(b)(1)	 	7.6
	(b)(2)	 	7.6
	(c)(1)	 	7.6
	(d)	 	7.6
	§ 314(a)	 	4.2, 10.5
	(b)	 	Not Applicable
	(c)(1)	 	10.4
	(c)(2)	 	10.4
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	10.5
	(f)	 	Not Applicable
	§ 315(a)	 	7.1
	(b)	 	7.5
	(c)	 	7.1
	(d)	 	7.1
	(e)	 	6.14
	§ 316(a)	 	2.10
	(a)(1)(A)	 	6.12
	(a)(1)(B)	 	6.13
	(b)	 	6.8
	§ 317(a)(1)	 	6.3
	(a)(2)	 	6.4
	(b)	 	2.5
	§ 318(a)	 	10.1


 


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






     


     


    

 


Indenture dated as of , 20
between Whole Earth Brands, Inc., a company incorporated under the laws of Delaware (the “Company”), and [__________],
a national banking association organized under the laws of the United States, 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 Securities issued under this Indenture.


 


ARTICLE
I


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


Section 1.1 Definitions.


 


“Additional Amounts” means
any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the
Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.


 


“Affiliate” of any specified
person means any other person directly or indirectly controlling or controlled by or under common control with such specified person.
For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by”
and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities
or by agreement or otherwise.


 


“Agent” means any Registrar,
Paying Agent or Notice Agent.


 


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


 


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


 


“Business Day” means, any day
except a Saturday, Sunday or a Legal Holiday in The City of New York, New York (or in connection with any payment, the place of payment)
on which banking institutions are authorized or required by law, regulation or executive order to close.


 


“Capital Stock” means any and
all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.


“Company” means the party named
as such above until a successor replaces it and thereafter means the successor.


 






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“Company Order” means a written
order signed in the name of the Company by an Officer.


 


“Corporate Trust Office” means
the principal office of the Trustee at which at any time this Indenture shall be administered, which office as of the date hereof is located
at the address specified in Section 10.2. With respect to presentation for transfer or exchange, conversions or principal payment, such
address shall be at the address specified in Section 10.2, or such other address as the Trustee may designate from time to time by written
notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by written notice to the Holders and the Company).


 


“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 person designated
as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at
any time there is more than one such person, “Depositary” as used with respect to the Securities of any Series shall mean
the Depositary with respect to the Securities of such Series.


 


“Discount Security” means any
Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.2.


 


“Dollars” and “$”
means the currency of The United States of America.


 


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


 


“Foreign Currency” means any
currency or currency unit issued by a government other than the government of The United States of America.


 


“Foreign Government Obligations”
means, with respect to Securities of any Series that are denominated in a Foreign Currency, direct obligations of, or obligations guaranteed
by, the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is
pledged and which are not callable or redeemable at the option of the issuer thereof.


 


“GAAP” means accounting principles
generally accepted in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in
effect as of the date of determination.


 






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“Global Security” or “Global
Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all
or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary
or nominee.


 


“Holder” or “Securityholder”
means a person in whose name a Security is registered on the books of the Registrar.


 


“Indenture” means this Indenture
as amended or supplemented from time to time and shall include the form and terms of particular Series of Securities established as contemplated
hereunder.


 


“interest” with respect to
any Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


 


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


 


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


 


“Officer’s Certificate”
means a certificate signed by any Officer that meets the requirements of Section 10.5.


 


“Opinion of Counsel” means
a written opinion of legal counsel who is acceptable to the Trustee. The opinion may contain customary limitations, qualifications, conditions
and exceptions. The counsel may be an employee of or counsel to the Company.


 


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


 


“principal” of a Security means
the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security.


 


“Responsible Officer” means
any officer of the Trustee in its Corporate Trust Office having direct responsibility for the administration of this Indenture and also
means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of
his or her knowledge of and familiarity with a particular subject.


 


“SEC” means the Securities
and Exchange Commission.


 


“Securities” means the debentures,
notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 






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“Series” or “Series
of Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections
2.1 and 2.2 hereof.


 


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


 


“Subsidiary” of any specified
person means any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or
a combination thereof.


 


“TIA” means the Trust Indenture
Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment,
the Trust Indenture Act as so amended.


 


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


 


“U.S. Government Obligations”
means securities which are direct obligations of, or guaranteed by, The United States of America for the payment of which its full faith
and credit is pledged and which are not callable or redeemable at the option 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 depository 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 evidenced by such depositary
receipt.


 


Section 1.2 Other Definitions.


 


	TERM	 	DEFINED IN SECTION
	“Bankruptcy Law”	 	6.1
	“Custodian”	 	6.1
	“Event of Default”	 	6.1
	“Judgment Currency”	 	10.16
	“Legal Holiday”	 	10.7
	“mandatory sinking fund payment”	 	11.1
	“New York Banking Day”	 	10.16
	“Notice Agent”	 	2.4
	“optional sinking fund payment”	 	11.1
	“Paying Agent”	 	2.4
	“Registrar”	 	2.4
	“Required Currency”	 	10.16
	“Specified Courts”	 	10.10
	“successor person”	 	5.1


 






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Section 1.3 Incorporation by Reference of Trust
Indenture Act.


 


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


 


“Commission” means the SEC.


 


“indenture securities” means
the Securities.


 


“indenture security holder”
means a Securityholder.


 


“indenture to be qualified”
means this Indenture.


 


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


 


“obligor” on the indenture securities
means the Company and any successor obligor upon the Securities.


 


All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein
are used herein as so defined.


 


Section 1.4 Rules of Construction.


 


Unless the context otherwise requires:


 


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


 


(b) an accounting term not otherwise defined has
the meaning assigned to it in accordance with GAAP;


 


(c) “or” is not exclusive;


 


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


 


(e) provisions apply to successive events and transactions.


 






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ARTICLE
II


THE
SECURITIES


 


Section 2.1 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. All Securities
of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, a supplemental indenture
or an Officer’s Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution.
In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental
indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method
by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined.
Securities may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled
to the benefits of the Indenture.


 


Section 2.2 Establishment of Terms of Series
of Securities.


 


At or prior to the issuance of any Securities
within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such
Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.23) by or pursuant to a Board
Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture hereto or Officer’s
Certificate:


 


2.2.1. the title (which shall distinguish the
Securities of that particular Series from the Securities of any other Series) and ranking (including the terms of any subordination provisions)
of the Series;


 


2.2.2. the price or prices (expressed as a percentage
of the principal amount thereof) at which the Securities of the Series will be issued;


 


2.2.3. any limit upon the aggregate principal
amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section
2.7, 2.8, 2.11, 3.6 or 9.6);


 


2.2.4. the date or dates on which the principal
of the Securities of the Series is payable;


 


2.2.5. the rate or rates (which may be fixed or
variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity,
commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date
or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable
and any regular record date for the interest payable on any interest payment date;


 






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2.2.6. the place or places where the principal
of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series
and this Indenture may be delivered, and the method of such payment, if by wire transfer, mail or other means;


 


2.2.7. if applicable, the period or periods within
which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or
in part, at the option of the Company;


 


2.2.8. the obligation, if any, of the Company
to redeem or purchase the 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 or purchased, in whole or in part, pursuant to such obligation;


 


2.2.9. the dates, if any, on which and the price
or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed
terms and provisions of such repurchase obligations;


 


2.2.10. if other than denominations of $1,000
and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable;


 


2.2.11. the forms of the Securities of the Series
and whether the Securities will be issuable as Global Securities;


 


2.2.12. if other than the principal amount thereof,
the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.2;


 


2.2.13. the currency of denomination of the Securities
of the Series, which may be Dollars or any Foreign Currency, and if such currency of denomination is a composite currency, the agency
or organization, if any, responsible for overseeing such composite currency;


 


2.2.14. the designation of the currency, currencies
or currency units in which payment of the principal of and interest, if any, on the Securities of the Series will be made;


 






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2.2.15. if payments of principal of or interest,
if any, on the Securities of the Series are to be made in one or more currencies or currency units other than that or those in which such
Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined;


 


2.2.16. the manner in which the amounts of payment
of principal of or interest, if any, on the Securities of the Series will be determined, if such amounts may be determined by reference
to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;


 


2.2.17. the provisions, if any, relating to any
security provided for the Securities of the Series;


 


2.2.18. any addition to, deletion of or change
in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders
of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2;


 


2.2.19. any addition to, deletion of or change
in the covenants set forth in Articles IV or V which applies to Securities of the Series;


 


2.2.20. any Depositaries, interest rate calculation
agents, exchange rate calculation agents, conversion agents or other agents with respect to Securities of such Series if other than those
appointed herein;


 


2.2.21. the provisions, if any, relating to conversion
or exchange of any Securities of such Series, including if applicable, the conversion or exchange price, the conversion or exchange period,
provisions as to whether conversion or exchange will be mandatory, at the option of the Holders thereof or at the option of the Company,
the events requiring an adjustment of the conversion price or exchange price and provisions affecting conversion or exchange if such Series
of Securities are redeemed;


 


2.2.22. any other terms of the Series (which may
supplement, modify or delete any provision of this Indenture insofar as it applies to such Series), including any terms that may be required
under applicable law or regulations or advisable in connection with the marketing of Securities of that Series; and


 


2.2.23. whether any of the Company’s direct
or indirect Subsidiaries will guarantee the Securities of that Series, including the terms of subordination, if any, of such guarantees.


 


All Securities of any one 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, supplemental indenture hereto or Officer’s Certificate referred to above. No Board Resolution, supplemental indenture
hereto or Officer’s Certificate may affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise
with respect to any Series of Securities except as the Trustee may agree in writing.


 






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Section 2.3 Execution and Authentication.


 


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


 


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


 


A Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.


 


The Trustee shall at any time, and from time to
time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto
or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication.


 


The aggregate principal amount of Securities of
any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution,
supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8.


 


Prior to the issuance of Securities of any Series,
the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental
indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within that Series
and the terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate complying with
Section 10.4, (c) an Opinion of Counsel complying with Section 10.4 and (d) an Opinion of Counsel (which may be the same Opinion of Counsel
referred to in the preceding clause (c)) that such Securities, when they have been duly executed, issued, and authenticated in accordance
with the terms of the Indenture and delivered against payment therefor in the circumstances described in such Opinion of Counsel, will
be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.


 


The Trustee shall have the right to decline to
authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may
not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability
to Holders of any then-outstanding Series of Securities.


 


The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Securities. 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 an Agent to deal with the Company or an Affiliate of the Company.


 






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Section 2.4 Registrar and Paying Agent.


 


The Company shall maintain, with respect to each
Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where
Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series
may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon
the Company in respect of the Securities of such Series and this Indenture may be delivered (“Notice Agent”). The Registrar
shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written
notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Notice Agent.
If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Notice Agent or shall fail to furnish the
Trustee with the name and 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; provided, however, that any appointment of the Trustee as the Notice Agent shall exclude the appointment of
the Trustee or any office of the Trustee as an agent to receive the service of legal process on the Company.


 


The Company may also from time to time
designate one or more co-registrars, additional paying agents or additional notice agents 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
obligations to maintain a Registrar, Paying Agent and Notice Agent in each place so specified pursuant to Section 2.2 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 name or address of any such co-registrar, additional paying agent or additional notice agent. The term
 “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying
agent; and the term “Notice Agent” includes any additional notice agent. The Company or any of its Affiliates may
serve as Registrar or Paying Agent.


 


The Company hereby appoints the Trustee the initial
Registrar, Paying Agent and Notice Agent for each Series unless another Registrar, Paying Agent or Notice Agent, as the case may be, is
appointed prior to the time Securities of that Series are first issued.


 


Section 2.5 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 will hold in trust, for the benefit of Securityholders of any Series of Securities,
or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify
the Trustee in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require
a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by
it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall
have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. Upon any
bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Securities.


 






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Section 2.6 Securityholder Lists.


 


The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of Securities
and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least
ten 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 Securityholders of each Series of Securities.


 


Section 2.7 Transfer and Exchange.


 


Where Securities of a Series are presented to
the Registrar or a co-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 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 2.11, 3.6 or 9.6).


 


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 at the opening of business
fifteen days immediately preceding the sending of a notice of redemption of Securities of that Series selected for redemption and ending
at the close of business on the day such notice is sent, 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.


 


Section 2.8 Mutilated, Destroyed, Lost and Stolen
Securities.


 


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


 






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If there shall be delivered to the Company and
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity bond
as may be required by each of them to hold itself and any of its agents harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon receipt of a Company Order the
Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of
the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


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


 


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


 


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


 


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


 


Section 2.9 Outstanding Securities.


 


The Securities outstanding at any time are all
the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions
in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section
as not outstanding.


 


If a Security is replaced pursuant to Section
2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.


 


If the Paying Agent (other than the Company, a
Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such
Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue.


 


The Company may purchase or otherwise acquire
the Securities, whether by open market purchases, negotiated transactions or otherwise. A Security does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Security (but see Section 2.10 below).


 






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In determining whether the Holders of the requisite
principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.2.


 


Section 2.10 Treasury Securities.


 


In determining whether the Holders of the required
principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver,
Securities of a Series owned by the Company or any Affiliate of the Company shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.


 


Section 2.11 Temporary Securities.


 


Until definitive Securities are ready for delivery,
the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. 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 upon receipt of a Company Order shall authenticate definitive Securities
of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the
same rights under this Indenture as the definitive Securities.


 


Section 2.12 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 or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement
or cancellation in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act and the Trustee)
and deliver a certificate of such cancellation to the Company upon written request of the Company. The Company may not issue new Securities
to replace Securities that it has paid or delivered to the Trustee for cancellation.


 


Section 2.13 Defaulted Interest.


 


If the Company defaults in a payment of interest
on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted
interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date
and payment date. At least 10 days before the special record date, the Company shall send to the Trustee and to each Securityholder of
the Series a notice that states the special record date, the payment date and the amount of interest to be paid. The Company may pay defaulted
interest in any other lawful manner.


 


Section 2.14 Global Securities.


 


2.14.1. Terms of Securities. A Board Resolution,
a supplemental indenture hereto or an Officer’s Certificate 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.


 






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2.14.2. Transfer and Exchange. Notwithstanding
any provisions to the contrary contained in Section 2.7 of the Indenture and in addition thereto, any Global Security shall be exchangeable
pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security
or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the
Company fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or
(ii) the Company executes and delivers to the Trustee an Officer’s Certificate to the effect that such Global Security shall be
so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall 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 2.14.2, 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.


 


Neither the Trustee nor any Agent shall have any
responsibility for any actions taken or not taken by the Depositary.


 


2.14.3. Legends. 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 OR A NOMINEE OF THE DEPOSITARY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.”


 


In addition, so long as the Depository Trust Company
(“DTC”) is the Depositary, each Global Note registered in the name of DTC or its nominee shall bear a legend in substantially
the following form:


 


“UNLESS THIS GLOBAL NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


2.14.4. 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 the Indenture.


 






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(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 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 in 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 acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s
individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s 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) The ownership of Global Securities or any Securities
issued in certificated form 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.


 


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


 


2.14.5. Payments. Notwithstanding the other
provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of and interest, if
any, on any Global Security shall be made to the Holder thereof.


 


2.14.6. Consents, Declaration and Directions.
The Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series
represented by a Global Security as shall be specified in a written statement of the Depositary or by the applicable procedures of such
Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required
to be given by the Holders pursuant to this Indenture.


 






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Section 2.15 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 of redemption
as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the
other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission
of such numbers. The Company shall promptly notify the Trustee of any change that the Company is aware of in the CUSIP numbers.


 


ARTICLE
III


REDEMPTION


Section 3.1 Notice to Trustee.


 


The Company may, with respect to any Series of
Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or
any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series
of Securities pursuant to the terms of such Securities, it shall notify the Trustee in writing of the redemption date and the principal
amount of Series of Securities to be redeemed. The Company shall give the notice at least 5 days before the notice is delivered to the
Holders, unless a shorter period is satisfactory to the Trustee.


 


Section 3.2 Selection of Securities to be Redeemed.


 


Unless otherwise indicated for a particular Series
by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, if less than all the Securities of a Series
are to be redeemed, the Securities of the Series to be redeemed will be selected as follows: (a) if the Securities are in the form of
Global Securities, in accordance with the procedures of the Depositary, (b) if the Securities are listed on any national securities exchange,
in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or (c)
if not otherwise provided for under clause (a) or (b) in the manner that the Trustee deems fair and appropriate, including pro rata,
by lot or other method, unless otherwise required by law or applicable stock exchange requirements, subject, in the case of Global Securities,
to the applicable rules and procedures of the Depositary. The Securities to be redeemed shall be selected from Securities of the Series
outstanding not previously called for redemption. Portions of the principal of Securities of the Series that have denominations larger
than $1,000 may be selected for redemption. Securities of the Series and portions of them it selected for redemption shall be in amounts
of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section
2.2.10, the minimum principal denomination for each Series and the authorized integral multiples thereof. Provisions of this Indenture
that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption.


 


Section 3.3 Notice of Redemption.


 


Unless otherwise indicated for a particular Series
by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, at least 15 days but not more than 60 days before
a redemption date, the Company shall send or cause to be sent by first-class mail or electronically, in accordance with the procedures
of the Depositary, a notice of redemption to each Holder whose Securities are to be redeemed.


 






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The notice shall identify the Securities of the
Series to be redeemed and shall state:


 


(a) the redemption date;


 


(b) the redemption price (or manner of calculation
if not then known);


 


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


 


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


 


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


 


(f) that interest on Securities of the Series called
for redemption ceases to accrue on and after the redemption date unless the Company defaults in the deposit of the redemption price;


 


(g) the CUSIP number, if any; and


 


(h) any other information as may be required by the
terms of the particular Series or the Securities of a Series being redeemed.


 


At the Company’s request, the Trustee shall
give the notice of redemption in the Company’s name and at its expense, provided, however, that the Company has delivered to the
Trustee, at least 5 days (unless a shorter time shall be acceptable to the Trustee) prior to the notice date, an Officer’s Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in such notice.


 


Section 3.4 Effect of Notice of Redemption.


 


Once notice of redemption is sent as
provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the
redemption price. Except as otherwise provided in the supplemental indenture, Board Resolution or Officer’s Certificate for a
Series, a notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price plus accrued interest to the redemption date.


 


Section 3.5 Deposit of Redemption Price.


 


On or before 11:00 a.m., New York City time, on
the redemption date, the Company shall irrevocably deposit with the Paying Agent money sufficient (as determined by the Company) to pay
the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 3.6 Securities Redeemed in Part.


 


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


 






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ARTICLE
IV


COVENANTS


Section 4.1 Payment of Principal and Interest.


 


The Company covenants and agrees for the benefit
of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities
of that Series in accordance with the terms of such Securities and this Indenture. On or before 11:00 a.m., New York City time, on the
applicable payment date, the Company shall deposit with the Paying Agent money sufficient to pay the principal of and interest, if any,
on the Securities of each Series in accordance with the terms of such Securities and this Indenture.


 


Section 4.2 SEC Reports.


 


To the extent any Securities of a Series are outstanding,
the Company shall deliver to the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the
other provisions of TIA § 314(a). Reports, information and documents filed with the SEC via the EDGAR system (or any successor system
thereto) will be deemed to be delivered to the Trustee as of the time of such filing via EDGAR for purposes of this Section 4.2, it being
understood that the Trustee shall have no responsibility whatsoever to determine if such filings have been made, and that the Trustee
shall not be deemed to have knowledge of the information contained therein.


 


Delivery of reports, information and documents
to the Trustee under this Section 4.2 are for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute
constructive or actual notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 


Section 4.3 Compliance Certificate.


 


To the extent any Securities of a Series are outstanding,
the Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s 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, as to each such Officer signing such certificate, that to the best of his/her 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 the Officer may have knowledge).


 


Section 4.4 Stay, Extension and Usury Laws.


 


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


 






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ARTICLE
V


SUCCESSORS


Section 5.1 When Company May Merge, Etc.


 


The Company shall not consolidate with or merge
with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any person (a “successor
person”) unless:


 


(a) the Company is the surviving corporation or the
successor person (if other than the Company) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction
and expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, the Company’s obligations on the Securities
and under this Indenture; and


 


(b) immediately after giving effect to the transaction,
no Default or Event of Default, shall have occurred and be continuing.


 


Where the Company is not the surviving corporation,
the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing
effect and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


 


Notwithstanding the above, any Subsidiary of the
Company may consolidate with, merge into or transfer all or part of its properties to the Company. Neither an Officer’s Certificate
nor an Opinion of Counsel shall be required to be delivered in connection therewith.


 


Section 5.2 Successor Corporation Substituted.


 


Upon any consolidation or merger, or any sale,
lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor
corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance 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 person has been named as the Company herein; provided, however, that the predecessor
Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants
under this Indenture and the Securities.


 


ARTICLE
VI


DEFAULTS
AND REMEDIES


 


Section 6.1 Events of Default.


 


“Event of Default,” wherever
used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution,
supplemental indenture or Officer’s Certificate, it is provided that such Series shall not have the benefit of said Event of Default:


 


(a) default in the payment of any interest on any
Security of that Series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount
of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to 11:00 a.m., New York City time, on the 30th
day of such period); or


 






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(b) default in the payment of principal of any Security
of that Series at its Maturity; or


 


(c) default in the performance or breach of any covenant
or warranty of the Company in this Indenture (other than defaults pursuant to paragraphs (a) or (b) above or pursuant to a covenant or
warranty that has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default
continues uncured for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of that Series a written
notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or


 


(d) the Company pursuant to or within the meaning
of any Bankruptcy Law:


 


(i) commences a voluntary case,


 


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


 


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


 


(iv) makes a general assignment for the benefit
of its creditors, or


 


(v) generally is unable to pay its debts as the
same become due; or


 


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


 


(i) is for relief against the Company in an involuntary
case,


 


(ii) appoints a Custodian of the Company or for
all or substantially all of its property, or


 


(iii) orders the liquidation of the Company,


 


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


 


(f) any other Event of Default provided with respect
to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate,
in accordance with Section 2.2.18.


 


The term “Bankruptcy Law” means
title 11, U.S. Code or any similar U.S. Federal or State law for the relief of debtors. The term “Custodian” means
any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


The Company will provide the Trustee written notice
of any Default or Event of Default within 30 days of becoming aware of the occurrence of such Default or Event of Default, which notice
will describe in reasonable detail the status of such Default or Event of Default and what action the Company is taking or proposes to
take in respect thereof.


 






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Section 6.2 Acceleration of Maturity; Rescission
and Annulment.


 


If an Event of Default with respect to Securities
of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(d) or (e)) then
in every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series may
declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may
be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of 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) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event
of Default specified in Section 6.1(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest,
if any, on all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.


 


At any time after such a declaration of acceleration
with respect to 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 all Events of Default with
respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which
have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13.


 


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


 


Section 6.3 Collection of Indebtedness and Suits
for Enforcement by Trustee.


 


The Company covenants that if


 


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


 


(b) default is made in the payment of principal of
any Security at the Maturity thereof, or


 


(c) default is made in the deposit of any
sinking fund payment, if any, when and as due by the terms of a Security,


 


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


 


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


 






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


 


Section 6.4 Trustee May File Proofs of Claim.


 


In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


 


(a) to file and prove a claim for the whole amount
of principal and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the compensation, reasonable expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and


 


(b) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due
it for the compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.7.


 


Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.


 


Section 6.5 Trustee May Enforce Claims Without
Possession of Securities.


 


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


 





 






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Section 6.6 Application of Money Collected.


 


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



 


First: To the payment of all amounts due the Trustee
under Section 7.7; and


 


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


 


Third: To the Company.


 


Section 6.7 Limitation on Suits.


 


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


 


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


 


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


 


(c) such Holder or Holders have offered to the Trustee
indemnity or security satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by the Trustee in
compliance with such request;


 


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


 


(e) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Securities
of that Series;


 


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


 


Section 6.8 Unconditional Right of Holders to
Receive Principal and Interest.


 


Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest,
if any, on such Security on the Maturity of such Security, including the Stated Maturity expressed in such Security (or, in the case of
redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.


 






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Section 6.9 Restoration of Rights and Remedies.


 


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


 


Section 6.10 Rights and Remedies Cumulative.


 


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent
permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.11 Delay or Omission Not Waiver.


 


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


 


Section 6.12 Control by Holders.


 


The Holders of a majority in principal amount
of the outstanding Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such
Series, provided that


 


(a) such direction shall not be in conflict with
any rule of law or with this Indenture,


 


(b) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction,


 


(c) subject to the provisions of Section 7.1, the
Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the
Trustee, determine that the proceeding so directed would involve the Trustee in personal liability, and


 


(d) prior to taking any action as directed under
this Section 6.12, the Trustee shall be entitled to indemnity satisfactory to it against the losses, costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction.


 


Section 6.13 Waiver of Past Defaults.


 


The Holders of not less than a majority in principal
amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series, by written notice
to the Trustee and the Company, waive any past Default hereunder with respect to such Series and its consequences, except a Default in
the payment of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal
amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default
that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.


 






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Section 6.14 Undertaking for Costs.


 


All parties to this Indenture agree, and each
Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section
shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Maturity of
such Security, including the Stated Maturity expressed in such Security (or, in the case of redemption, on the redemption date).


 


ARTICLE
VII


TRUSTEE


Section 7.1 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 their exercise
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


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


 


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


 


(ii) 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 Officer’s
Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in
the case of any such Officer’s Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be
furnished to the Trustee, the Trustee shall examine such Officer’s Certificates and Opinions of Counsel to determine whether or
not they conform to the form 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 liability
for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:


 


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


 


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


 


(iii) The Trustee shall not be liable with respect
to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the
direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture with respect to the Securities of such Series in accordance with Section 6.12.


 






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


 


(e) The Trustee may refuse to perform any duty or
exercise any right or power unless it receives indemnity satisfactory to it against the losses, costs, expenses and liabilities which
might be incurred by it in performing such duty or exercising such right or power.


 


(f) The Trustee shall not be liable for interest
or investment 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.


 


(g) No provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in
the exercise of any of its rights or powers.


 


(h) The Paying Agent, the Registrar and any authenticating
agent shall be entitled to the protections and immunities as are set forth in paragraphs (e), (f) and (g) of this Section and in Section
7.2, each with respect to the Trustee.


 


Section 7.2 Rights of Trustee.


 


(a) The Trustee may conclusively rely on and shall
be protected in acting or refraining from acting upon any document (whether in its original or facsimile form) 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 Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.


 


(c) The Trustee may act through its attorneys and
agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. No Depositary shall
be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depositary.


 


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


 


(e) The Trustee may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder without willful misconduct or negligence, and in reliance thereon.


 


(f) The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such
Holders shall have offered (and, if requested, provided) to the Trustee security or indemnity satisfactory to it against the losses, costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction.


 


(g) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see fit.


 


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


 






    26 


     


    

 


(i) In no event shall the Trustee be responsible
or liable to any person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the
form of action.


 


(j) The permissive right of the Trustee to take the
actions permitted by this Indenture shall not be construed as an obligation or duty to do so.


 


(k) No bond or surety shall be required with respect
to performance of Trustee’s duties and powers.


 


(l) Under no circumstances shall the Trustee be liable
in its individual capacity for the obligations evidenced by the Securities.


 


(m) Any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Order and any resolution of the Board of Directors may be sufficiently evidenced by
a Board Resolution.


 


(n) The Trustee may request that the Company deliver
a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant
to this Indenture.


 


(o) 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.


 


Section 7.3 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 an Affiliate of the Company with the same rights
it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11.


 


Section 7.4 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, or any money paid to the Company or upon the Company’s direction under any provision of
this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement herein or in the Securities or any other document in connection with the sale of the
Securities other than its authentication. The recitals contained herein and in the Securities, except the Trustee’s certificates
of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility
for their correctness.


 


Section 7.5 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 actually known to a Responsible Officer of the Trustee, the Trustee
shall send to each Securityholder of the Securities of that Series notice of a Default or Event of Default within 90 days after it occurs
or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default
or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so
long as it in good faith determines that withholding the notice is in the interests of Securityholders of that Series.


 






    27 


     


    

 


Section 7.6 Reports by Trustee to Holders.


 


Within 60 days after each , commencing , 20 ,
the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar,
a brief report dated as of such anniversary date, in accordance with, and to the extent required under, TIA § 313.


 


A copy of each report at the time of its sending
to Securityholders of any Series shall be filed with the SEC and each national securities exchange on which the Securities of that Series
are listed. The Company shall promptly notify the Trustee in writing when Securities of any Series are listed on any national securities
exchange or delisted from any national securities exchange.


 


Section 7.7 Compensation and Indemnity.


 


The Company shall pay to the Trustee from time
to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. 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 out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses
of the Trustee’s agents and counsel.


 


The Company shall indemnify each of the
Trustee and any predecessor Trustee (including for the cost of defending itself) against any cost, damages, losses, expense or
liability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it
except as set forth in the next paragraph in the performance of its duties under this Indenture or in connection with its acceptance
of its obligations hereunder, as Trustee or Agent. 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 and to
the extent that the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. This
indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee.


 


The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee
through willful misconduct or negligence, as finally adjudicated by a court of competent jurisdiction.


 


To secure the Company’s payment obligations
in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the
Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.


 


The provisions of this Section shall survive the
termination of this Indenture or the resignation or removal of the Trustee.


 


Section 7.8 Replacement of Trustee.


 


A resignation or removal of the Trustee and appointment
of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.


 






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The Trustee may resign with respect to the Securities
of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of a majority
in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and
the Company in writing at least 30 days prior to such removal. The Company may remove the Trustee with respect to Securities of one or
more Series with at least 30 days written notice if:


 


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


 


(b) the Trustee is adjudged a bankrupt or an insolvent
or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;


 


(c) a Custodian or public officer takes charge of
the Trustee or its property; or


 


(d) the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the then-outstanding Securities may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.


 


If a successor Trustee with respect to the Securities
of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Promptly after that, the retiring Trustee shall transfer all property held
by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to
each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall send a notice of its succession
to each Securityholder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s
obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred
by it for actions taken or omitted to be taken in accordance with its rights, powers and duties under this Indenture prior to such replacement.


 


Section 7.9 Successor Trustee by Merger, Etc.


 


If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another corporation, or national banking association,
the successor corporation or national banking association without any further act shall be the successor Trustee, subject to Section 7.10.


 


Section 7.10 Eligibility; Disqualification.


 


This Indenture shall always have a Trustee who
satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee shall always have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b).


 






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Section 7.11 Preferential Collection of Claims
Against Company.


 


The Trustee is subject to 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.


 


ARTICLE
VIII


SATISFACTION
AND DISCHARGE; DEFEASANCE


 


Section 8.1 Satisfaction and Discharge of Indenture.


 


This Indenture shall upon Company Order be discharged
with respect to the Securities of any Series and cease to be of further effect as to all Securities of such Series (except as hereinafter
provided in this Section 8.1), and the Trustee, at the expense of the Company, shall execute instruments acknowledging satisfaction and
discharge of this Indenture, when


 


(a) either


 


(i) all Securities of such Series theretofore
authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have
been delivered to the Trustee for cancellation; or


 


(ii) all such Securities of such Series not theretofore
delivered to the Trustee for cancellation


 


(1) have become due and payable by reason of sending
a notice of redemption or otherwise, or


 


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


 


(3) have been called for redemption or 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, or


 


(4) are deemed paid and discharged pursuant to Section
8.3, as applicable;


 


and the Company, in the case of (1), (2) or (3) above, shall have irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or U.S. Government Obligations, which
amount shall be sufficient (as determined by the Company) for the purpose of paying and discharging each installment of principal (including
mandatory sinking fund or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal
or interest are due;


 


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


 


(c) the Company shall have delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the satisfaction
and discharge contemplated by this Section have been complied with.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall have been deposited with the Trustee
pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 shall survive.


 






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Section 8.2 Application of Trust Funds; Indemnification.


(a) Subject to the provisions of Section 8.5, all
money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.1, 8.3 or 8.4
and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee
pursuant to Section 8.1, 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited
with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Sections 8.1, 8.3
or 8.4.


 


(b) The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations
deposited pursuant to Sections 8.1, 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable
by or on behalf of Holders.


 


(c) The Trustee shall deliver or pay to the Company
from time to time upon Company Order any U.S. Government Obligations or Foreign Government Obligations or money held by it as provided
in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants or investment
bank expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would
have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money
were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government
Obligations held under this Indenture.


 


Section 8.3 Legal Defeasance of Securities of
any Series.


 


Unless this Section 8.3 is otherwise specified,
pursuant to Section 2.2, to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph
(d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect
(and the Trustee, at the expense of the Company, shall, upon receipt of a Company Order, execute instruments acknowledging the same),
except as to:


 


(a) the rights of Holders of Securities of such Series
to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment of principal
of and interest on the outstanding Securities of such Series on the Maturity of such principal or installment of principal or interest
and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the Securities of such Series;


 


(b) the provisions of Sections 2.4, 2.5, 2.7, 2.8,
7.7, 8.2, 8.3, 8.5 and 8.6; and


 


(c) the rights, powers, trusts and immunities of
the Trustee hereunder and the Company’s obligations in connection therewith;


 


provided that, the following conditions shall have been satisfied:


 


(d) the Company shall have irrevocably deposited
or caused to be deposited (except as provided in Section 8.2(c)) with the Trustee as trust funds specifically pledged as security for
and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars,
cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in
respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on
such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a
nationally recognized firm of independent public accountants or investment bank expressed in a written certification thereof delivered
to the Trustee, to pay and discharge each installment of principal of and interest, on and any mandatory sinking fund payments in respect
of all the Securities of such Series on the dates such installments of principal or interest and such sinking fund payments are due;


 






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(e) such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it
is bound;


 


(f) no Default or Event of Default with respect to
the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st
day after such date;


 


(g) the Company shall have delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable
Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of
the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have
been the case if such deposit, defeasance and discharge had not occurred;


 


(h) the Company shall have delivered to the Trustee
an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying
or defrauding any other creditors of the Company; and


 


(i) the Company shall have delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance
contemplated by this Section have been complied with.


 


Section 8.4 Covenant Defeasance.


 


Unless this Section 8.4 is otherwise specified
pursuant to Section 2.2 to be inapplicable to Securities of any Series, the Company may omit to comply with respect to the Securities
of any Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4 and 5.1 and, unless otherwise specified therein,
any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s
Certificate delivered pursuant to Section 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event
of Default with respect to such Series under Section 6.1) and the occurrence of any event specified in a supplemental indenture for such
Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2.18 and designated as an
Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except
as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following conditions
shall have been satisfied:


 


(a) with reference to this Section 8.4, the Company
has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as trust funds
in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government
Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money
and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their
terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before
the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified
public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each
installment of principal (including mandatory sinking fund or analogous payments) of and interest on all the Securities of such Series
on the dates such installments of principal or interest are due;


 


(b) such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it
is bound;


 






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(c) no Default or Event of Default with respect to
the Securities of such Series shall have occurred and be continuing on the date of such deposit;


 


(d) the Company shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable
Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm, subject to customary
exclusions, that the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit, covenant defeasance and discharge and will be subject to Federal income tax on the same amount and in the
same manner and at the same times as would have been the case if such deposit, covenant defeasance and discharge had not occurred;


 


(e) The Company shall have delivered to the Trustee
an Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding
any other creditors of the Company; and


 


(f) The Company shall have delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the
covenant defeasance contemplated by this Section have been complied with.


 


Section 8.5 Repayment to Company.


 


Subject to applicable abandoned property law,
the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal and interest
that remains unclaimed for two years. After that, Securityholders entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person, and the Trustee shall have no further liability with
respect to such money.


 


Section 8.6 Reinstatement.


 


If the Trustee or the Paying Agent is unable to
apply any money deposited with respect to Securities of any Series in accordance with Section 8.1 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the obligations of the Company under this Indenture with respect to the Securities of such Series and under the Securities of such Series
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or the Paying
Agent is permitted to apply all such money in accordance with Section 8.1; provided, however, that if the Company has made
any payment of principal of or interest on or any Additional Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent after payment in full to the Holders.


 


ARTICLE
IX


AMENDMENTS
AND WAIVERS


 


Section 9.1 Without Consent of Holders.


 


The Company and the Trustee may amend or supplement
this Indenture or the Securities of one or more Series without the consent of any Securityholder:


 


(a) to cure any ambiguity, defect or inconsistency
as evidenced by an Officer Certificate;


 


(b) to comply with Article V;


 






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


 


(d) to add guarantees with respect to Securities
of any Series or secure Securities of any Series;


 


(e) to surrender any of the Company’s rights
or powers under this Indenture;


 


(f) to add covenants or events of default for the
benefit of the holders of Securities of any Series;


 


(g) to comply with the applicable procedures of the
applicable depositary;


 


(h) to make any change that does not adversely affect
the rights of any Securityholder;


 


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


 


(j) 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;


 


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


 


(l) to add to, change or eliminate any provision
of this Indenture or the Securities of such Series in accordance with the TIA, or to comply with the provisions of DTC, Euroclear or Clearstream
or the Trustee with respect to provisions of this Indenture or the Securities of such Series relating to transfers or exchanges of the
Securities of such Series or beneficial interests in the Securities of such Series; or


 


(m) to conform any provision of this Indenture, in
so far as it relates to the Securities of such Series, to the description of the Securities of such Series in the prospectus supplement
relation to the offering of the Securities of such Series.


 


Section 9.2 With Consent of Holders.


 


The Company and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities of
each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for
the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series.
Except as provided in Section 6.13, the Holders of at least a majority in aggregate principal amount of the outstanding Securities of
any Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities
of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series.


 


It shall not be necessary for the consent of
the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver,
but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this
section becomes effective, the Company shall send to the Holders of Securities affected thereby, a notice briefly describing the
supplemental indenture or waiver. Any failure by the Company to send such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.


 






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Section 9.3 Limitations.


 


Without the consent of each Securityholder affected,
an amendment or waiver may not:


 


(a) reduce the principal amount of Securities whose
Holders must consent to an amendment, supplement or waiver;


 


(b) reduce the rate of or extend the time for payment
of interest (including default interest) on any Security;


 


(c) reduce the principal or change the Stated Maturity
of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;


 


(d) reduce the principal amount of Discount Securities
payable upon acceleration of the maturity thereof;


 


(e) waive a Default or Event of Default in the payment
of the principal of or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders
of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted
from such acceleration);


 


(f) make the principal of or interest, if any, on
any Security payable in any currency other than that stated in the Security;


 


(g) make any change in Sections 6.8, 6.13 or 9.3
(this sentence); or


 


(h) waive a redemption payment with respect to any
Security, provided that such redemption is made at the Company’s option.


 


Section 9.4 Compliance with Trust Indenture
Act.


 


Every amendment to this Indenture or the Securities
of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect.


 


Section 9.5 Revocation and Effect of Consents.


 


Until an amendment is set forth in a supplemental
indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation
of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or
portion of a Security if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver
becomes effective.


 


Any amendment or waiver once effective shall bind
every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through
(h) of Section 9.3. In that case, the amendment 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.


 


The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the second immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those persons, shall be entitled
to give such consent or to revoke any consent previously given or take any such action, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more than 120 days after such record date.


 






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Section 9.6 Notation on or Exchange of Securities.


 


The Company or the Trustee may place an appropriate
notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of
that Series may issue and the Trustee shall authenticate upon receipt of a Company Order in accordance with Section 2.3 new Securities
of that Series that reflect the amendment or waiver.


 


Section 9.7 Trustee Protected.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Officer’s Certificate
or an Opinion of Counsel or both complying with Section 10.4 and stating that the supplemental indenture is authorized or permitted by
this Indenture and constitutes a legal valid and binding obligation of the Company, enforceable against it in accordance with its terms.
The Trustee shall sign all supplemental indentures upon delivery of such an Officer’s Certificate or Opinion of Counsel or both,
except that the Trustee need not sign any supplemental indenture that adversely affects its rights, duties, liabilities or immunities
under this Indenture.


 


ARTICLE
X


MISCELLANEOUS


Section 10.1 Trust Indenture Act Controls.


 


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


 


Section 10.2 Notices.


 


Any notice or communication by the Company or
the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered in person or mailed
by first-class mail (registered or certified, return receipt requested), facsimile transmission, email or overnight air courier guaranteeing
next day delivery, to the others’ address:


 


if to the Company:


Whole Earth Brands, Inc.


125 S. Wacker Drive, Suite 1350


Chicago, IL 60606


Attention: Ira Schlussel


 


with a copy to:


DLA Piper LLP (US)


1251 Avenue of Americas


New York, NY 10022


Attention: Christopher Giordano


 






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if to the Trustee:


[__________]


 


[__________]


 


Attention: [__________]


 


The Company or the Trustee by notice to the other
may designate additional or different addresses for subsequent notices or communications. Any notice or communication delivered to the
Trustee shall be deemed effective upon actual receipt thereof.


 


Any notice or communication to a Securityholder
shall be sent electronically or by first-class mail to his address shown on the register kept by the Registrar, in accordance with the
procedures of the Depositary. Failure to send a notice or communication to a Securityholder of any Series or any defect in it shall not
affect its sufficiency with respect to other Securityholders of that or any other Series.


 


If a notice or communication is sent or published
in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it.


 


If the Company sends a notice or communication
to Securityholders, it shall send a copy to the Trustee and each Agent at the same time.


 


Notwithstanding any other provision of this Indenture
or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder
of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given to the Depositary for such Security (or its
designee) pursuant to the customary procedures of such Depositary.


 


Section 10.3 Communication by Holders with Other
Holders.


 


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


 


Section 10.4 Certificate and Opinion as to Conditions
Precedent.


 


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


 


(a) an Officer’s Certificate stating that,
in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been
complied with; and


 


(b) an Opinion of Counsel stating that, in the opinion
of such counsel, all such conditions precedent have been complied with.


 


Section 10.5 Statements Required in Certificate
or Opinion.


 


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


 


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


 






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


 


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


 


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


 


Section 10.6 Rules by Trustee and Agents.


 


The Trustee may make reasonable rules for action
by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its
functions.


 


Section 10.7 Legal Holidays.


 


A “Legal Holiday” is any day
that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.


 


Section 10.8 No Recourse Against Others.


 


A director, officer, employee or stockholder (past
or present), as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.


 


Section 10.9 Counterparts.


 


This Indenture may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and 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. Signatures of the parties hereto transmitted by facsimile or PDF shall be
deemed to be their original signatures for all purposes.


 


Section 10.10 Governing Law; Waiver of Jury
Trial; Consent to Jurisdiction.


 


THIS INDENTURE AND THE SECURITIES, INCLUDING
ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK. THE COMPANY, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY IRREVOCABLY WAIVE, 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 TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 






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Any legal suit, action or proceeding arising
out of or based upon this Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United
States of America located in the City of New York or the courts of the State of New York in each case located in the City of New
York (collectively, the “Specified Courts”), and each party irrevocably submits to the nonexclusive jurisdiction
of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent
allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of
process for any suit, action or other proceeding brought in any such court. The Company, the Trustee and the Holders (by their
acceptance of the Securities) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit,
action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any
such suit, action or other proceeding has been brought in an inconvenient forum.


 


Section 10.11 No Adverse Interpretation of Other
Agreements.


 


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


 


Section 10.12 Successors.


 


All agreements of the Company in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.


 


Section 10.13 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
not in any way be affected or impaired thereby.


 


Section 10.14 Table of Contents, Headings, Etc.


 


The Table of Contents, Cross Reference Table,
and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered
a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 10.15 Securities in a Foreign Currency.


 


Unless otherwise specified in a Board Resolution,
a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to
a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage
in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated in more than one currency, then the principal amount of
Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting
any such other currency into a currency that is designated upon issuance of any particular Series of Securities. Unless otherwise specified
in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture
with respect to a particular Series of Securities, such conversion shall be at the spot rate for the purchase of the designated currency
as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or
if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on any
date of determination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities
of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.


 


All decisions and determinations provided for
in the preceding paragraph shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and
irrevocably binding upon the Trustee and all Holders.


 






    39 


     


    

 


Section 10.16 Judgment Currency.


 


The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary
to convert the sum due in respect of the principal of or interest or other amount on the Securities of any Series (the
 “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under
this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery
pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means
any day except a Saturday, Sunday or a Legal Holiday in The City of New York on which banking institutions are authorized or
required by law, regulation or executive order to close.


 


Section 10.17 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 best efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section 10.18 U.S.A. Patriot Act.


 


The parties hereto acknowledge that in accordance
with Section 326 of the U.S.A. Patriot Act, the Trustee 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.


 


ARTICLE
XI


SINKING
FUNDS


 


Section 11.1 Applicability of Article.


 


The provisions of this Article shall be applicable
to any sinking fund for the retirement of the Securities of a Series if so provided by the terms of such Securities pursuant to Section
2.2 and except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture.


 






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The minimum amount of any sinking fund payment
provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment”
and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund
payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as
provided for by the terms of the Securities of such Series.


 


Section 11.2 Satisfaction of Sinking Fund Payments
with Securities.


 


The Company may, in satisfaction of all or any
part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1)
deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously
called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is
applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such
Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments
or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited.
Such Securities shall be received by the Trustee, together with an Officer’s Certificate with respect thereto, not later than 15
days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such
purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments
pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company
Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding
sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a
Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by
the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment
required to be released to the Company.


 


Section 11.3 Redemption of Securities for Sinking
Fund.


 


Not less than 45 days (unless otherwise indicated
in the Board Resolution, supplemental indenture hereto or Officer’s Certificate in respect of a particular Series of Securities)
prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days
(unless otherwise indicated in the Board Resolution, Officer’s Certificate or supplemental indenture in respect of a particular
Series of Securities) before each such sinking fund payment date the Securities to be redeemed upon such sinking fund payment date will
be selected in the manner specified in Section 3.2 and the Company shall send or cause to be sent a notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided in and in accordance with Section 3.3. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6.


 






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


 


	 	WHOLE EARTH BRANDS, INC.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Its: 
	 	 	 
	 	[__________],
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Its: