Exhibit
4.4


 


ORGENESIS
INC.


 


Issuer


 


AND


 


[  ]


 


Trustee


 


INDENTURE


 


Dated
as of [  ]


 


Subordinated
Debt Securities




 





 






 


CROSS-REFERENCE
TABLE (1)


 


	Section
    of Trust Indenture Act of 1939, as Amended	 	Section
    of 

    Indenture
	310(a).	 	7.09
	310(b).	 	7.08
	7.10	 	 
	310(c).	 	Inapplicable
	311(a).	 	7.13(a)
	311(b).	 	7.13(b)
	311(c).	 	Inapplicable
	312(a).	 	5.02(a)
	312(b).	 	5.02(b)
	312(c).	 	5.02(c)
	313(a).	 	5.04(a)
	313(b).	 	5.04(a)
	313(c).	 	5.04(a)
	 	 	5.04(b)
	313(d).	 	5.04(b)
	314(a).	 	5.03
	314(b).	 	Inapplicable
	314(c).	 	13.06
	314(d).	 	Inapplicable
	314(e).	 	13.06
	314(f).	 	Inapplicable
	315(a).	 	7.01(a)
	 	 	7.02
	315(b).	 	6.07
	315(c).	 	7.01
	315(d).	 	7.01(b)
	 	 	7.01(c)
	315(e).	 	6.07
	316(a).	 	6.06
	 	 	8.04
	316(b).	 	6.04
	316(c).	 	8.01
	317(a).	 	6.02
	317(b).	 	4.03
	318(a).	 	13.08


 


	 	(1)	This
    Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any
    of its terms or provisions.


 




    	 



    	 



    

 


TABLE
OF CONTENTS (2)





 


	ARTICLE
    I	DEFINITIONS	1
	 	 	 
	SECTION
    1.01	Definitions
    of Terms	1
	 	 	 
	ARTICLE
    II	ISSUE,
    DESCRIPTION, TERMS, EXECUTION,	3
	 	 	 
	SECTION
    2.01	Designation
    and Terms of Securities	3
	SECTION
    2.02	Form
    of Securities and Trustee’s Certificate	5
	SECTION
    2.03	Denominations:
    Provisions for Payment	5
	SECTION
    2.04	Execution
    and Authentications	6
	SECTION
    2.05	Registration
    of Transfer and Exchange	7
	SECTION
    2.06	Temporary
    Securities	7
	SECTION
    2.07	Mutilated,
    Destroyed, Lost or Stolen Securities	8
	SECTION
    2.08	Cancellation	8
	SECTION
    2.09	Benefits
    of Indenture	8
	SECTION
    2.10	Authenticating
    Agent	9
	SECTION
    2.11	Global
    Securities	9
	 	 	 
	ARTICLE
    III	REDEMPTION
    OF SECURITIES AND SINKING FUND PROVISIONS	10
	 	 	 
	SECTION
    3.01	Redemption	10
	SECTION
    3.02	Notice
    of Redemption	10
	SECTION
    3.03	Payment
    Upon Redemption	11
	SECTION
    3.04	Sinking
    Fund	11
	SECTION
    3.05	Satisfaction
    of Sinking Fund Payments with Securities	11
	SECTION
    3.06	Redemption
    of Securities for Sinking Fund	12
	 	 	 
	ARTICLE
    IV	COVENANTS	12
	 	 	 
	SECTION
    4.01	Payment
    of Principal, Premium and Interest	12
	SECTION
    4.02	Maintenance
    of Office or Agency	12
	SECTION
    4.03	Paying
    Agents	12
	SECTION
    4.04	Appointment
    to Fill Vacancy in Office of Trustee	13
	SECTION
    4.05	Compliance
    with Consolidation Provisions	13
	 	 	 
	ARTICLE
    V	SECURITYHOLDERS’
    LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	13
	 	 	 
	SECTION
    5.01	Company
    to Furnish Trustee Names and Addresses of Securityholders	13
	SECTION
    5.02	Preservation
    of Information; Communications with Securityholders	13
	SECTION
    5.03	Reports
    by the Company	14
	SECTION
    5.04	Reports
    by the Trustee	14
	 	 	 
	ARTICLE
    VI	REMEDIES
    OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	14
	 	 	 
	SECTION
    6.01	Events
    of Default	14
	SECTION
    6.02	Collection
    of Indebtedness and Suits for Enforcement by Trustee	16
	SECTION
    6.03	Application
    of Moneys Collected	17
	SECTION
    6.04	Limitation
    on Suits	17
	SECTION
    6.05	Rights
    and Remedies Cumulative; Delay or Omission Not Waiver	18
	SECTION
    6.06	Control
    by Securityholders	18
	SECTION
    6.07	Undertaking
    to Pay Costs	19
	 	 	 
	ARTICLE
    VII	CONCERNING
    THE TRUSTEE	19
	 	 	 
	SECTION
    7.01	Certain
    Duties and Responsibilities of Trustee	19
	SECTION
    7.02	Certain
    Rights of Trustee	20
	SECTION
    7.03	Trustee
    Not Responsible for Recitals or Issuance of Securities	20
	SECTION
    7.04	May
    Hold Securities	21
	SECTION
    7.05	Moneys
    Held in Trust	21
	SECTION
    7.06	Compensation
    and Reimbursement	21
	SECTION
    7.07	Reliance
    on Officers’ Certificate	21
	SECTION
    7.08	Disqualification;
    Conflicting Interests	22
	SECTION
    7.09	Corporate
    Trustee Required; Eligibility	22
	SECTION
    7.10	Resignation
    and Removal; Appointment of Successor	22
	SECTION
    7.11	Acceptance
    of Appointment By Successor	23
	SECTION
    7.12	Merger,
    Conversion, Consolidation or Succession to Business	24
	SECTION
    7.13	Preferential
    Collection of Claims Against the Company	24



 






    	 	 	 



    	 	 	 



    

 


	ARTICLE
    VIII	CONCERNING
    THE SECURITYHOLDERS	24
	 	 	 
	SECTION
    8.01	Evidence
    of Action by Securityholders	24
	SECTION
    8.02	Proof
    of Execution by Securityholders	25
	SECTION
    8.03	Who
    May be Deemed Owners	25
	SECTION
    8.04	Certain
    Securities Owned by Company Disregarded	25
	SECTION
    8.05	Actions
    Binding on Future Securityholders	25
	SECTION
    8.06	Purposes
    for Which Meetings May Be Called	26
	SECTION
    8.07	Call
    Notice and Place of Meetings	26
	SECTION
    8.08	Persons
    Entitled To Vote at Meetings	26
	SECTION
    8.09	Quorum;
    Action	26
	SECTION
    8.10	Determination
    of Voting Rights; Conduct and Adjournment of Meetings	27
	SECTION
    8.11	Counting
    Votes and Recording Action of Meetings	27
	 	 	 
	ARTICLE
    IX	SUPPLEMENTAL
    INDENTURES	28
	 	 	 
	SECTION
    9.01	Supplemental
    Indentures Without the Consent of Securityholders	28
	SECTION
    9.02	Supplemental
    Indentures With Consent of Securityholders	28
	SECTION
    9.03	Effect
    of Supplemental Indentures	29
	SECTION
    9.04	Securities
    Affected by Supplemental Indentures	29
	SECTION
    9.05	Execution
    of Supplemental Indentures	29
	 	 	 
	ARTICLE
    X	SUCCESSOR
    ENTITY	30
	 	 	 
	SECTION
    10.01	Company
    May Consolidate, Etc	30
	SECTION
    10.02	Successor
    Entity Substituted	30
	SECTION
    10.03	Evidence
    of Consolidation, Etc	30
	 	 	 
	ARTICLE
    XI	SATISFACTION
    AND DISCHARGE	31
	 	 	 
	SECTION
    11.01	Satisfaction
    and Discharge of Indenture	31
	SECTION
    11.02	Discharge
    of Obligations	31
	SECTION
    11.03	Deposited
    Moneys to be Held in Trust	31
	SECTION
    11.04	Payment
    of Moneys Held by Paying Agents	31
	SECTION
    11.05	Repayment
    to Company	31
	 	 	 
	ARTICLE
    XII	IMMUNITY
    OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	32
	 	 	 
	SECTION
    12.01	No
    Recourse	32
	 	 	 
	ARTICLE
    XIII	MISCELLANEOUS
    PROVISIONS	32
	 	 	 
	SECTION
    13.01	Effect
    on Successors and Assigns	32
	SECTION
    13.02	Actions
    by Successor	32
	SECTION
    13.03	Surrender
    of Company Powers	32
	SECTION
    13.04	Notices	32
	SECTION
    13.05	Governing
    Law	33
	SECTION
    13.06	Treatment
    of Securities as Debt	33
	SECTION
    13.07	Compliance
    Certificates and Opinions	33
	SECTION
    13.08	Payments
    on Business Days	33
	SECTION
    13.09	Conflict
    with Trust Indenture Act	33
	SECTION
    13.10	Counterparts	33
	SECTION
    13.11	Separability	34
	SECTION
    13.12	Assignment	34
	 	 	 
	ARTICLE
    XIV	SUBORDINATION
    OF SECURITIES	34
	 	 	 
	SECTION
    14.01	Subordination
    Terms	34


 


	 	2)	This
    Table of Contents does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of
    its terms or provisions.


 






    	 	 	 



    	 	 	 



    

 


INDENTURE,
dated as of [  ], by and between Orgenesis Inc., a Nevada corporation (the “Company”), and [  ],
as trustee (the “Trustee”):


 


WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate
principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities
without coupons, to be authenticated by the certificate of the Trustee;


 


WHEREAS,
to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly
authorized the execution of this Indenture; and


 


WHEREAS,
all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.


 


NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities by the holders thereof, it is mutually covenanted
and agreed as follows for the equal and ratable benefit of the holders of Securities:


 




    	 



    	 



    

 


ARTICLE
I


 


DEFINITIONS


 


SECTION
1.01 Definitions of Terms.


 


The
terms defined in this Section (except as in this Indenture otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this
Section and shall include the plural as well as the singular. All other terms used in this Indenture that are defined in the Trust
Indenture Act of 1939, as amended, or that are by reference in such Act defined in the Securities Act of 1933, as amended (except
as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this instrument.


 


“Authenticating
Agent” means an authenticating agent with respect to all or any of the series of Securities appointed with respect to all
or any series of the Securities by the Trustee pursuant to Section 2.10.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Board
of Directors” means the Board of Directors of the Company or any duly authorized committee of such Board.


 


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


 


“Business
Day” means, with respect to any series of Securities, any day other than a day on which Federal or State banking institutions
in the Borough of Manhattan, the City and State of New York, are authorized or obligated by law, executive order or regulation
to close.


 


“Certificate”
means a certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer
of the Company. The Certificate need not comply with the provisions of Section 13.07.


 


“Commission”
means the Securities and Exchange Commission.


 


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


 


“Corporate
Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at [  ], except that whenever a provision herein refers to
an office or agency of the Trustee in the Borough of Manhattan, the City and State of New York, such office is located, at the
date hereof, at [  ].


 


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


 


“Default”
means an event which is, or after notice or lapse of time, or both, would constitute an Event of Default.


 


“Depositary”
means, with respect to Securities of any series, for which the Company shall determine that such Securities will be issued as
a Global Security, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a
clearing agency under the Exchange Act, or other applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.01 or Section 2.11.


 


“Event
of Default” means, with respect to Securities of a particular series, any event specified in Section 6.01, continued for
the period of time, if any, therein designated.


 


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


 


“Global
Security” means, with respect to any series of Securities, a Security executed by the Company and delivered by the Trustee
to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture, which shall be registered
in the name of the Depositary or its nominee.


 




    	 	1	 



    	 	 	 



    

 


“Governmental
Obligations” means securities that are (i) direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America that, in either case, are non-callable at the option of the issuer thereof, and shall also include a
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with
respect to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation
held by such custodian for the account of the holder of such depositary receipt; provided, however, 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 Governmental Obligation or the specific payment of principal of or interest
on the Governmental Obligation evidenced by such depositary receipt.


 


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


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof.


 


“Interest
Payment Date,” when used with respect to any installment of interest on a Security of a particular series, means the date
specified in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the
fixed date on which an installment of interest with respect to Securities of that series is due and payable.


 


“Officers’
Certificate” means a certificate signed by the President or a Vice President and by the Chief Financial Officer, Vice President
of Finance, the Treasurer or an Assistant Treasurer or the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company that is delivered to the Trustee in accordance with the terms hereof. Certificate shall include the statements
provided for in Section 13.07, if and to the extent required by the provisions thereof.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel to the Company (and may include directors or employees
of the Company) and which opinion is acceptable to the Trustee which acceptance shall not be unreasonably withheld.


 


“Outstanding”,
when used with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time,
all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that
have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the
Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent);
provided, however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice
of such redemption shall have been given as in Article III provided, or provision satisfactory to the Trustee shall have been
made for giving such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated
and delivered pursuant to the terms of Section 2.07.


 


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


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 2.07 in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer of the Trustee, including any vice president, assistant
vice president, secretary, assistant secretary, the treasurer, any assistant treasurer, the managing director or any other officer
of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means,
with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.


 




    	 	2	 



    	 	 	 



    

 


“Securities”
means the debt Securities authenticated and delivered under this Indenture.


 


“Security
Register” has the meaning specified in Section 2.05.


 


“Security
Registrar” has the meaning specified in Section 2.05.


 


“Securityholder,”
“holder of Securities,” “registered holder,” or other similar term, means the Person or Persons in whose
name or names a particular Security shall be registered in the Security Register.


 


“Subsidiary”
means, with respect to any Person, (i) any corporation at least a majority of whose outstanding Voting Stock shall at the time
be owned, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its
Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one
or more of its Subsidiaries and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.


 


“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 such
successor Trustee. The term “Trustee” as used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, subject to the provisions of Sections 9.01, 9.02, and
10.01, as in effect at the date of execution of this instrument; provided, however, that in the event the Trust Indenture Act
is amended after such date, Trust Indenture Act means, to the extent required by such amendment, the Trust Indenture Act of 1939,
as so amended, or any successor statute.


 


“Voting
Stock,” as applied to any Person, means shares, interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of
such Person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence
of a contingency.


 


ARTICLE
II


 


ISSUE,
DESCRIPTION, TERMS, EXECUTION,


REGISTRATION
AND EXCHANGE OF SECURITIES


 


SECTION
2.01 Designation and Terms of Securities.


 


	(a)	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 up to the aggregate principal amount of Securities of that series from time to time authorized
    by or pursuant to a Board Resolution of the Company or pursuant to one or more indentures supplemental hereto. Prior to the
    initial issuance of Securities of a given series, there shall be established in or pursuant to a Board Resolution of the Company,
    and set forth in an Officers’ Certificate of the Company, or established in one or more indentures supplemental hereto:


 


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


 


	 	(2)	the
    aggregate principal amount of the Securities of such series initially to be issued and any limit upon the aggregate principal
    amount of the Securities of that series that may be authenticated and delivered under this Indenture (except for Securities
    authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that
    series);


 


	 	(3)	the
    currency or units based on or relating to currencies in which debt securities of such series are denominated and the currency
    or units in which principal or interest or both will or may be payable;


 




    	 	3	 



    	 	 	 



    

 


	 	(4)	the
    date or dates on which the principal of the Securities of the series is payable and the place(s) of payment;


 


	 	(5)	the
    rate or rates at which the Securities of the series shall bear interest or the manner of calculation of such rate or rates,
    if any;


 


	 	(6)	the
    date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable or
    the manner of determination of such Interest Payment Dates, the place(s) of payment, and the record date for the determination
    of holders to whom interest is payable on any such Interest Payment Dates or the method for determining such dates;


 


	 	(7)	the
    right, if any, to extend the interest payment periods or to defer the payment of interest and the duration of such extension;


 


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


 


	 	(9)	the
    obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous
    provisions (including payments made in cash in satisfaction of future sinking fund obligations) 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;


 


	 	(10)	whether
    or not the debt securities will be secured or unsecured, and the terms of any secured debt;


 


	 	(11)	the
    form of the Securities of the series including the form of the Certificate of Authentication for such series;


 


	 	(12)	if
    other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in which
    the Securities of the series shall be issuable;


 


	 	(13)	any
    and all other terms with respect to such series (which terms shall not be inconsistent with the terms of this Indenture, as
    amended by any supplemental indenture) including any terms which may be required by or advisable under United States laws
    or regulations or advisable in connection with the marketing of Securities of that series;


 


	 	(14)	whether
    the Securities are issuable as a Global Security and, in such case, the identity of the Depositary for such series;


 


	 	(15)	whether
    the Securities will be convertible into shares of common stock or other securities of the Company and, if so, the terms and
    conditions upon which such Securities will be so convertible, including the conversion price and the conversion period;


 


	 	(16)	if
    other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
    upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;


 


	 	(17)	any
    additional or different Events of Default or restrictive covenants provided for with respect to the Securities of the series;
    and


 


	 	(18)	the
    subordination terms of the Securities of the series.


 


All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided
in or pursuant to any such Board Resolution or in any indentures supplemental hereto.


 




    	 	4	 



    	 	 	 



    

 


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


 


Securities
of any particular series may be issued at various times, with different dates on which the principal or any installment of principal
is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with
different dates on which such interest may be payable and with different redemption dates.


 


SECTION
2.02 Form of Securities and Trustee’s Certificate.


 


The
Securities of any series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially
of the tenor and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution of the
Company and as set forth in an Officers’ Certificate of the Company and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Securities of
that series may be listed, or to conform to usage.


 


SECTION
2.03 Denominations: Provisions for Payment.


 


The
Securities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.01(a)(12). The Securities of a particular series shall bear interest payable on the dates
and at the rate specified with respect to that series. The principal of and the interest on the Securities of any series, as well
as any premium thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United
States of America that at the time is legal tender for public and private debt, at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, the City and State of New York. Each Security shall be dated the date of its authentication.
Interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months.


 


The
interest installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date
for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities)
is registered at the close of business on the regular record date for such interest installment. In the event that any Security
of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date
with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security will be paid upon
presentation and surrender of such Security as provided in Section 3.03.


 


Any
interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities
of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder
on the relevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company,
at its election, as provided in clause (1) or clause (2) below:


 


	 	(1)	The
    Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective
    Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted
    Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted
    Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company
    shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
    Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment,
    such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this
    clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall
    not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt
    by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record
    date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
    and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address
    as it appears in the Security Register, not less than 10 days prior to such special record date. Notice of the proposed payment
    of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall
    be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such
    special record date.


 




    	 	5	 



    	 	 	 



    

 


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


 


Unless
otherwise set forth in a Board Resolution of the Company or one or more indentures supplemental hereto establishing the terms
of any series of Securities pursuant to Section 2.01 hereof, the term “regular record date” as used in this Section
with respect to a series of Securities with respect to any Interest Payment Date for such series shall mean either the fifteenth
day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section
2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or the last day of the month immediately preceding
the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a Business Day.


 


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


 


SECTION
2.04 Execution and Authentications.


 


The
Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one
of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary
or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the
facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been
a Treasurer or Assistant Treasurer thereof, or of any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding
the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to
be the President or a Vice President, the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the
Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange
rule or usage. Each Security shall be dated the date of its authentication.


 


A
Security shall not be valid or obligatory for any purpose and shall not be entitled to any benefit under this Indenture, in each
case, until authenticated with a certificate of authentication manually signed by an authorized signatory of the Trustee, or by
an Authenticating Agent. Such certificate shall be conclusive evidence, and the only evidence, that the Security so authenticated
has been duly authenticated and delivered hereunder and that the Security is entitled to the benefits of this Indenture. At any
time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication
and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and
the Trustee in accordance with such written order shall authenticate and deliver such Securities.


 


In
authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of
Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture.


 




    	 	6	 



    	 	 	 



    

 


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


 


SECTION
2.05 Registration of Transfer and Exchange.


 


	(a)	Securities
    of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose
    in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations,
    and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge
    in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company
    shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or
    Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not
    contemporaneously outstanding.


 


	(b)	The
    Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan,
    the City and State of New York, or such other location designated by the Company a register or registers (herein referred
    to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company
    shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times
    shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities
    as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”).


 


Upon
surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute,
the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security
or Securities of the same series as the Security presented for a like aggregate principal amount.


 


All
Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied
(if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory
to the Company or the Security Registrar, duly executed by the registered holder or by such holder’s duly authorized attorney
in writing.


 


	(c)	No
    service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case
    of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental
    charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving
    any transfer.


 


	(d)	The
    Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning
    at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding
    Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer
    of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05
    are, with respect to any Global Security, subject to Section 2.11 hereof.


 


SECTION
2.06 Temporary Securities.


 


Pending
the preparation of definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be
substantially in the form of the definitive Securities in lieu of which they are issued, but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of
any series shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will
execute and will furnish definitive Securities of such series and thereupon any or all temporary Securities of such series may
be surrendered in exchange therefor (without charge to the holders), at the office or agency of the Company designated for the
purpose in the Borough of Manhattan, the City and State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series,
unless the Company advises the Trustee to the effect that definitive Securities need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series authenticated and delivered hereunder.


 




    	 	7	 



    	 	 	 



    

 


SECTION
2.07 Mutilated, Destroyed, Lost or Stolen Securities.


 


In
case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the
next succeeding sentence) shall execute, and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate
and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity as may be required
by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the
Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security and
of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request
or authorization of any officer of the Company. Upon the issuance of any substituted Security, 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. In case any Security that has matured or is about to mature
shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize
the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Company and the Trustee such security or indemnity as they may require to save them harmless, and, in case
of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.


 


Every
replacement Security issued pursuant to the provisions of this Section shall constitute an additional contractual obligation of
the Company whether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall
preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their
surrender.


 


SECTION
2.08 Cancellation.


 


All
Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer shall, if surrendered to the
Company or any paying agent, be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled
by it, and no Securities shall be issued in lieu thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the Trustee shall deliver to the Company canceled Securities
held by the Trustee. In the absence of such request the Trustee may dispose of canceled Securities in accordance with its standard
procedures and deliver a certificate of disposition to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee for cancellation.


 


SECTION
2.09 Benefits of Indenture.


 


Nothing
in this Indenture or in the Securities, express or implied, shall give or be construed to give to any Person, other than the parties
hereto and the holders of the Securities (and, with respect to the provisions of Article XIV, the holders of Senior Indebtedness,
as defined in any supplement to this Indenture pursuant to Article XIV) any legal or equitable right, remedy or claim under or
in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants, conditions and
provisions being for the sole benefit of the parties hereto and of the holders of the Securities (and, with respect to the provisions
of Article XIV, the holders of Senior Indebtedness).


 




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SECTION
2.10 Authenticating Agent.


 


So
long as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series
of Securities which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon exchange, transfer or partial redemption thereof, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Securities by the Trustee shall
be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable
to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by
it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust
business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination
by Federal or State authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions,
it shall resign immediately.


 


Any
Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee
may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties
of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.


 


SECTION
2.10 Global Securities


 


	(a)	If
    the Company shall establish pursuant to Section 2.01 that some or all of the Securities of a particular series are to be issued
    as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate
    and deliver, a Global Security that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal
    amount of, the Outstanding Securities of such series which are to be issued as a Global Security, (ii) shall be registered
    in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the
    Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Except as otherwise
    provided in Section 2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee
    of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.”


 


	(b)	Notwithstanding
    the provisions of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner
    provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such
    series selected or approved by the Company or to a nominee of such successor Depositary.


 


	(c)	If
    at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue
    as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing
    under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed
    by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be,
    this Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject
    to Section 2.05, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without
    coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security
    of such series in exchange for such Global Security. In addition, the Company may at any time determine that the Securities
    of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.11 shall no longer
    apply to the Securities of such series. In such event the Company will execute and subject to Section 2.05, the Trustee, upon
    receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the
    Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate
    principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security.
    Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized
    denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form issued
    in exchange for the Global Security pursuant to this Section 2.11(c) shall be registered in such names and in such authorized
    denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct
    the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities
    are so registered.


 




    	 	9	 



    	 	 	 



    

 


ARTICLE
III


 


REDEMPTION
OF SECURITIES AND


SINKING
FUND PROVISIONS


 


SECTION
3.01 Redemption.


 


The
Company may redeem the Securities of any series issued hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01 hereof.


 


SECTION
3.02 Notice of Redemption.


 


	(a)	In
    case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of
    any series in accordance with the right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of
    such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice
    of such redemption not less than 30 days and not more than 90 days before the date fixed for redemption of that series to
    such holders at their last addresses as they shall appear upon the Security Register unless a shorter period is specified
    in the Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to
    have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice
    to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall
    not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series.
    In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the
    terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
    evidencing compliance with any such restriction.


 


Each
such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series
are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the
office or agency of the Company in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and
after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than
all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole
or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the
notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that
on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal amount
equal to the unredeemed portion thereof will be issued.


 


	(b)	If
    less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 30 days’ notice
    in advance of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be redeemed,
    and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion
    and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or any integral
    multiple thereof) of the principal amount of such Securities of a denomination larger than $1,000, the Securities to be redeemed
    and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or in
    part. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President
    or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular
    series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name
    of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption
    is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to
    remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records,
    or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail
    that may be required under the provisions of this Section.


 




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SECTION
3.03 Payment Upon Redemption.


 


	(a)	If
    the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of
    the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such
    notice at the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on
    such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company
    shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion thereof.
    On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified
    in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series, together with
    interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date,
    the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable
    record date pursuant to Section 2.03).


 


	(b)	Upon
    presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee
    shall authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense
    of the Company, a new Security of the same series of authorized denominations in principal amount equal to the unredeemed
    portion of the Security so presented.


 


SECTION
3.04 Sinking Fund.


 


The
provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 2.01 for Securities of such series.


 


The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any 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 3.05. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.


 


SECTION
3.05 Satisfaction of Sinking Fund Payments with Securities.


 


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


 




    	 	11	 



    	 	 	 



    

 


SECTION
3.06 Redemption of Securities for Sinking Fund.


 


Not
less than 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee
an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the
terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 3.05 and the basis for such credit and will, together with such Officers’ Certificate, deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and cause notice
of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.02.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Section 3.03.


 


ARTICLE
IV


 


COVENANTS


 


SECTION
4.01 Payment of Principal, Premium and Interest.


 


The
Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities
of that series at the time and place and in the manner provided herein and established with respect to such Securities.


 


SECTION
4.02 Maintenance of Office or Agency.


 


So
long as any series of the Securities remain Outstanding, the Company agrees to maintain an office or agency in the Borough of
Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be
designated as provided in this Section 4.02, where (i) Securities of that series may be presented or surrendered for payment,
(ii) Securities of that series may be presented as herein above authorized for registration of transfer and exchange, and (iii)
notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given or served,
such designation to continue with respect to such office or agency until the Company shall, by written notice signed by its President
or a Vice President and delivered to the trustee, designate some other office or agency for such purposes or any of them. If at
any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, 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, notices and demands.


 


SECTION
4.03 Paying Agents.


 


	(a)	If
    the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company
    will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with
    the Trustee, subject to the provisions of this Section:


 


	 	(1)	that
    it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the
    Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities)
    in trust for the benefit of the Persons entitled thereto;


 


	 	(2)	that
    it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment
    of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable;


 


	 	(3)	that
    it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written
    request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and


 


	 	(4)	that
    it will perform all other duties of paying agent as set forth in this Indenture.


 




    	 	12	 



    	 	 	 



    

 


	(b)	If
    the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due
    date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in
    trust for the benefit of the Persons entitled thereto a sum sufficient with monies held by all other paying agents to pay
    such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid
    to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure
    (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents
    for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any
    Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (an premium, if any) or interest
    so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest,
    and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to
    act.


 


	(c)	Notwithstanding
    anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to
    the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge
    of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust
    by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon
    which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee,
    such paying agent shall be released from all further liability with respect to such money.


 


SECTION
4.04 Appointment to Fill Vacancy in Office of Trustee.


 


The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section
7.10, a Trustee, so that there shall at all times be a Trustee hereunder.


 


SECTION
4.05 Compliance with Consolidation Provisions.


 


The
Company will not, while any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case
where the Company is not the survivor of such transaction, or sell or convey all or substantially all of its property to any other
company unless the provisions of Article X hereof are complied with.


 


ARTICLE
V


 


SECURITYHOLDERS’
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


SECTION
5.01 Company to Furnish Trustee Names and Addresses of Securityholders.


 


If
the Company is not the Security Register, the Company will furnish or use reasonable efforts to cause to be furnished to the Trustee
(a) on each regular record date (as defined in Section 2.03) a list, in such form as the Trustee may reasonably require, of the
names and addresses of the holders of each series of Securities as of such regular record date, provided that the Company shall
not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect from the most
recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing within 30
days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished; provided, however, that, in either case, no such list need be furnished for any series
for which the Trustee shall be the Security Registrar.


 


SECTION
5.02 Preservation of Information; Communications with Securityholders.


 


	(a)	The
    Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of
    the holders of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names
    and addresses of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity)
    and shall otherwise comply with Section 312(a) of the Trust Indenture Act.


 




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	(b)	The
    Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.


 


	(c)	Securityholders
    may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their
    rights under this Indenture or under the Securities.


 


SECTION
5.03 Reports by the Company.


 


	(a)	The
    Company covenants and agrees to file with the Trustee, within 15 days after the Company is required to file the same with
    the Commission, 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 Commission may from time to time by rules and regulations prescribe) that the Company may be
    required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
    required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and
    the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such of the supplementary
    and periodic information, documents and reports that may be required pursuant to Section 13 of the Exchange Act, in respect
    of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules
    and regulations; provided, however, the Company shall not be required to deliver to the Trustee any materials for which the
    Company has sought and received confidential treatment by the Commission. The Company also shall comply with the other provisions
    of Section 314(a) of the Trust Indenture Act.


 


	(b)	The
    Company covenants and agrees to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed
    from to time by the Commission, such additional information, documents and reports with respect to compliance by the Company
    with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations.





 


	(c)	The
    Company covenants and agrees to transmit by mail, first class postage prepaid, or reputable over-night delivery service that
    provides for evidence of receipt, to the Securityholders, as their names and addresses appear upon the Security Register,
    within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required
    to be filed by the Company pursuant to subsections (a) and (b) of this Section as may be required by rules and regulations
    prescribed from time to time by the Commission.


 


SECTION
5.04 Reports by the Trustee.


 


	(a)	The
    Trustee shall transmit to holders as provided in Section 313 of the Trust Indenture Act such reports concerning the Trustee
    and its actions under this Indenture as may be required by Section 313 of the Trust Indenture Act at the times and in the
    manner provided by the Trust Indenture Act.


 


	(b)	A
    copy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with the Company,
    with each stock exchange upon which any Securities are listed (if so listed) and, if required by Section 313 of the Trust
    Indenture Act, also with the Commission. The Company agrees to notify the Trustee when any Securities become listed on any
    stock exchange.


 


ARTICLE
VI


 


REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


SECTION
6.01 Events of Default.


 


	(a)	Whenever
    used herein with respect to Securities of a particular series, “Event of Default” means any one or more of the
    following events that has occurred and is continuing:


 




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	 	(1)	the
    Company defaults in the payment of any installment of interest upon any of the Securities of that series, as and when the
    same shall become due and payable, and continuance of such default for a period of 90 days; provided, however, that a valid
    extension of an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto shall
    not constitute a default in the payment of interest for this purpose;


 


	 	(2)	the
    Company defaults in the payment of the principal of (or premium, if any, on) any of the Securities of that series as and when
    the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment
    required by any sinking or analogous fund established with respect to that series; provided, however, that a valid extension
    of the maturity of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute
    a default in the payment of principal or premium, if any;


 


	 	(3)	the
    Company fails to observe or perform any other of its covenants or agreements with respect to that series contained in this
    Indenture or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a
    covenant or agreement that has been expressly included in this Indenture solely for the benefit of one or more series of Securities
    other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same
    to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have been given to the Company
    by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of not less than a majority
    in principal amount of the Securities of that series at the time Outstanding;


 


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


 


	 	(5)	a
    court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief against the Company in an
    involuntary case, (ii) appoints a Custodian of the Company 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 90 consecutive days.


 


	(b)	In
    each and every such case, unless the principal of all the Securities of that series shall have already become due and payable,
    either the Trustee or the holders of not less than a majority in aggregate principal amount of the Securities of that series
    then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may
    declare the principal (or, if any Securities of that series are discount securities, that portion of the principal amount
    as may be specified in the terms of that series pursuant to Section 2.01(a)(16)) of (and premium, if any, on) and accrued
    and unpaid interest, if any, on all the Securities of that series to be due and payable immediately, and upon any such declaration
    the same shall become and shall be immediately due and payable. Notwithstanding the foregoing, the payment of such principal
    (or, if any Securities of that series are discount securities, that portion of the principal amount as may be specified in
    the terms of that series pursuant to Section 2.01(a)(16)) of (and premium, if any, on) and accrued and unpaid interest, if
    any, on the Securities of such series shall remain subordinated to the extent provided in Article XIV.


 


	(c)	At
    any time after the principal of the Securities of that series shall have been so declared due and payable, and before a judgment
    or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders of a
    majority in aggregate principal amount of the Securities of that series then Outstanding hereunder (or, by action at a meeting
    of holders of the Securities of such series in accordance with Section 8.09, the holders of a majority in aggregate principal
    amount of the Securities of such series then Outstanding represented at such meeting), by written notice to the Company and
    the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the
    Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of that series and the principal
    of (and premium, if any, on) any and all Securities of that series that shall have become due otherwise than by acceleration
    and (ii) any and all Events of Default under this Indenture with respect to such series, other than the nonpayment of principal
    of (and premium, if any, on) and accrued and unpaid interest, if any, on Securities of that series that shall have become
    due solely because of such acceleration, shall have been remedied, cured or waived as provided in Section 6.06. No such rescission
    and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon.


 




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	(d)	In
    case the Trustee shall have proceeded to enforce any right with respect to Securities of that series under this Indenture
    and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason
    or shall have been determined adversely to the Trustee, then and in every such case, subject to any determination in such
    proceedings, the Company, and the Trustee shall be restored respectively to their former positions and rights hereunder, and
    all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.


 


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


 


	(a)	The
    Company covenants that (1) in case it shall default in the payment of any installment of interest on any of the Securities
    of a series, or any payment required by any sinking or analogous fund established with respect to that series as and when
    the same shall have become due and payable, and such default shall have continued for a period of 90 Business Days, or (2)
    in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when
    the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon
    declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders
    of the Securities of that series, the whole amount that then shall have been become due and payable on all such Securities
    for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and
    premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments
    of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount
    as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section
    7.06.


 


	(b)	If
    the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express
    trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the
    sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such
    judgment or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged
    or decreed to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities
    of that series, wherever situated.


 


	(c)	In
    case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial
    proceedings affected the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings
    and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled
    to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of
    the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under
    this Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable
    by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such
    claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver,
    assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series
    to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly
    to such Securityholders, to pay to the Trustee any amount due it under Section 7.06.


 


	(d)	All
    rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities
    of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof
    at any trial or other proceeding relative thereto, and any such suit or 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 payment to the Trustee
    of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series.


 




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In
case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it
by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.


 


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


 


SECTION
6.03 Application of Moneys Collected.


 


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


 


	FIRST:	To
    the payment of costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06;


 


	SECOND:	To
    the payment of all Senior Indebtedness of the Company if and to the extent required by Article XIV; and


 


	THIRD:	To
    the payment of the amounts then due and unpaid upon Securities of such series for principal (and premium, if any) and interest,
    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 premium, if any) and interest, respectively.


 


SECTION
6.04 Limitation on Suits.


 


No
holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute
any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof with respect to the Securities of such series specifying such Event
of Default, as hereinbefore provided; (ii) the holders of not less than a majority in aggregate principal amount of the Securities
of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding
in its own name as trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be incurred therein or thereby; and (iv) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding
and (v) during such 60 day period, the holders of a majority in principal amount of the Securities of that series (or such amount
as shall have acted at a meeting of the holders of Securities of such series pursuant to the provisions of this Indenture) do
not give the Trustee a direction inconsistent with the request; provided, however, that no one or more of such holders may use
this Indenture to prejudice the rights of another holder or to obtain preference or priority over another holder.


 


Notwithstanding
anything contained herein to the contrary, any other provisions of this Indenture, the right of any holder of any Security to
receive payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or after the
respective due dates expressed in such Security (or in the case of redemption, on the redemption date), or to institute suit for
the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without
the consent of such holder and by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker
and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders
of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement
of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


 




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SECTION
6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver.


 


	(a)	Except
    as otherwise provided in Section 2.07, all powers and remedies given by this Article to the Trustee or to the Securityholders
    shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to
    the Trustee or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance
    of the covenants and agreements contained in this Indenture or otherwise established with respect to such Securities.


 


	(b)	No
    delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any
    Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a
    waiver of any such default or on acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy
    given by this Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as
    shall be deemed expedient, by the Trustee or by the Securityholders.


 


SECTION
6.06 Control by Securityholders.


 


The
holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance
with Section 8.01, 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 such series; provided, however, that
such direction shall not be in conflict with any rule of law or with this Indenture or be unduly prejudicial to the rights of
holders of Securities of any other series at the time Outstanding determined in accordance with Section 8.01. Subject to the provisions
of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall,
by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal
liability.


 


The
holders either (a) through the written consent of not less than a majority in aggregate principal amount of the Securities of
any series at the time Outstanding or (b) by action at a meeting of holders of the Securities of such series in accordance with
Section 8.09, by the holders of a majority in aggregate principal amount of the Securities of such series then Outstanding represented
at such meeting, may on behalf of the holders of all of the Securities of such series waive any past default in the performance
of any of the covenants contained herein or established pursuant to Section 2.01 with respect to such series and its consequences,
except a default in the payment of the principal of, or premium, if any, or interest on, any of the Securities of that series
as and when the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has
been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with
the Trustee (in accordance with Section 6.01(c)) and except in respect a provision hereof which, under Section 9.02, cannot be
modified or amended without the consent of the holders of each Outstanding Security affected; provided however that this Section
shall not limit the right of holders of Securities of a series to rescind and annul any acceleration as set forth in Section 6.01.
Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. The provisions
which otherwise would be automatically deemed to be contained in this Indenture pursuant to Section 316(a)(1) of the Trust Indenture
Act are hereby expressly excluded from this Indenture, except to the extent such provisions are expressly included herein.


 




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SECTION
6.07 Undertaking to Pay Costs.


 


All
parties to this Indenture agree, and each holder of any Securities by such holder’s 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 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
Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding more than 10% in aggregate principal
amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Security of such series, on or after the respective due dates
expressed in such Security or established pursuant to this Indenture.


 


ARTICLE
VII


 


CONCERNING
THE TRUSTEE


 


SECTION
7.01 Certain Duties and Responsibilities of Trustee.


 


	(a)	The
    Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of
    all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with
    respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture,
    and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to
    the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities
    of that series such of 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 man would exercise or use under the circumstances in the conduct of his own affairs.


 


	(b)	No
    provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own
    negligent failure to act, or its own willful misconduct, except that:


 


	 	(1)	prior
    to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all
    such Events of Default with respect to that series that may have occurred:


 


	 	(i)	the
    duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express
    provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for
    the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or
    obligations shall be read into this Indenture against the Trustee; and


 


	 	(ii)	in
    the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively
    rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions
    furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or
    opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
    a duty to examine the same to determine whether or not they conform to the requirement of this Indenture;


 


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


 


	 	(3)	the
    Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with
    the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding
    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 that series; and


 




    	 	19	 



    	 	 	 



    

 


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


 


SECTION
7.02 Certain Rights of Trustee.


 


Except
as otherwise provided in Section 7.01:


 


	(a)	The
    Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
    opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed by it to be
    genuine and to have been signed or presented by the proper party or parties;


 


	(b)	Any
    request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution
    or an instrument signed in the name of the Company, by the President or any Vice President and by the Secretary or an Assistant
    Secretary or the Treasurer or an Assistant Treasurer thereof (unless other evidence in respect thereof is specifically prescribed
    herein);


 


	(c)	The
    Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete
    authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance
    thereon;


 


	(d)	The
    Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request,
    order or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders
    shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be
    incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence
    of an Event of Default with respect to a series of the Securities (that has not been cured or waived) to exercise with respect
    to Securities of that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care
    and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;


 


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


 


	(f)	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, consent, order, approval, bond, security, or other papers or documents, unless
    requested in writing so to do by the holders of not less than a majority in principal amount of the Outstanding Securities
    of the particular series affected thereby (determined as provided in Section 8.04); provided, however, that if the payment
    within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of
    such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it
    by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as
    a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Company or, if paid by
    the Trustee, shall be repaid by the Company upon demand; and


 


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


 


SECTION
7.03 Trustee Not Responsible for Recitals or Issuance of Securities.


 


	(a)	The
    recitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no
    responsibility for the correctness of the same.


 




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	(b)	The
    Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.


 


	(c)	The
    Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of
    such Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of
    this Indenture or established pursuant to Section 2.01, or for the use or application of any moneys received by any paying
    agent other than the Trustee.


 


SECTION
7.04 May Hold Securities.


 


The
Trustee or any paying agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not Trustee, paying agent or Security Registrar.


 


SECTION
7.05 Moneys Held in Trust.


 


Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any moneys received by it hereunder except such as it may agree
with the Company to pay thereon.


 


SECTION
7.06 Compensation and Reimbursement.


 


	(a)	The
    Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation (which
    shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), as the Company,
    and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby
    created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise
    expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements
    and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable
    compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any
    such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify
    the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability
    or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the
    acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability
    in the premises.


 


	(b)	The
    obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee
    for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness
    shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as
    such, except funds held in trust for the benefit of the holders of particular Securities.


 


SECTION
7.07 Reliance on Officers’ Certificate.


 


Except
as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder,
such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered
to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant
to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.


 




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SECTION
7.08 Disqualification; Conflicting Interests.


 


If
the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture
Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.


 


SECTION
7.09 Corporate Trustee Required; Eligibility.


 


There
shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia,
or a corporation or other Person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision
or examination by Federal, State, Territorial, or District of Columbia authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and
with the effect specified in Section 7.10.


 


SECTION
7.10 Resignation and Removal; Appointment of Successor.


 


	(a)	The
    Trustee or any successor hereafter appointed, may at any time resign with respect to the Securities of one or more series
    by giving written notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid,
    to the Securityholders of such series, as their names and addresses appear upon the Security Register. Upon receiving such
    notice of resignation, the Company shall promptly appoint a successor trustee with respect to Securities of such series by
    written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered
    to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have
    accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee may petition any
    court of competent jurisdiction for the appointment of a successor trustee with respect to Securities of such series, or any
    Securityholder of that series who has been a bona fide holder of a Security or Securities for at least six months may on behalf
    of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court
    may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


	(b)	In
    case at any time any one of the following shall occur:


 


	 	(1)	the
    Trustee shall fail to comply with the provisions of Section 7.08 after written request therefor by the Company or by any Securityholder
    who has been a bona fide holder of a Security or Securities for at least six months; or


 


	 	(2)	the
    Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written
    request therefor by the Company or by any such Securityholder; or


 


	 	(3)	the
    Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
    proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall
    take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
    then, in any such case, the Company may remove the Trustee with respect to all Securities and appoint a successor trustee
    by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered
    to the Trustee so removed and one copy to the successor trustee, or, unless the Trustee’s duty to resign is stayed as
    provided herein, any Securityholder who has been a bona fide holder of a Security or Securities for at least six months may,
    on behalf of that holder and all others similarly situated, petition any court of competent jurisdiction for the removal of
    the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem
    proper and prescribe, remove the Trustee and appoint a successor trustee.


 




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	(c)	The
    holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time
    remove the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee
    for such series with the consent of the Company.


 


	(d)	Any
    resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant
    to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as
    provided in Section 7.11.


 


	(e)	Any
    successor trustee appointed pursuant to this Section may be appointed with respect to the Securities of one or more series
    or all of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series.


 


SECTION
7.11 Acceptance of Appointment By Successor.


 


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


 


	(b)	In
    case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series,
    the Company, the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute
    and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which (1) shall
    contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee
    all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to
    which the appointment of such successor trustee relates, (2) shall contain such provisions as shall be deemed necessary or
    desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
    of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee,
    and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
    the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
    indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust
    or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that
    no Trustee shall be responsible for any act or failure to act on the part of any other Trustee hereunder; and upon the execution
    and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the
    extent provided therein, such retiring Trustee shall with respect to the Securities of that or those series to which the appointment
    of such successor trustee relates have no further responsibility for the exercise of rights and powers or for the performance
    of the duties and obligations vested in the Trustee under this Indenture, and each such successor trustee, without any further
    act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect
    to the Securities of that or those series to which the appointment of such successor trustee relates; but, on request of the
    Company or any successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor trustee,
    to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder
    with respect to the Securities of that or those series to which the appointment of such successor trustee relates.


 


	(c)	Upon
    request of any such successor trustee, the Company shall execute any and all instruments for more fully and certainly vesting
    in and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this
    Section, as the case may be.


 




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


 


	(e)	Upon
    acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of the succession
    of such trustee hereunder by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear
    upon the Security Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by
    the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.


 


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


 


Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified
under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such Securities.


 


SECTION
7.13 Preferential Collection of Claims Against the Company.


 


The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust
Indenture Act to the extent included therein.


 


ARTICLE
VIII


 


CONCERNING
THE SECURITYHOLDERS


 


SECTION
8.01 Evidence of Action by Securityholders.


 


Whenever
in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securities
of a particular series may take any action (including the making of any demand or request, the giving of any notice, consent or
waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar
tenor executed by such holders of Securities of that series in Person or by agent or proxy appointed in writing.


 


If
the Company shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent,
waiver or other action, the Company may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record
date for such series for the determination of Securityholders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action, 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 action may be given before or after the record date,
but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the
purposes of determining whether Securityholders of the requisite proportion of Outstanding Securities of that series have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of that series shall be computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the 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.


 




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SECTION
8.02 Proof of Execution by Securityholders.


 


Subject
to the provisions of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require notarization)
or his agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following
manner:


 


	(a)	The
    fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the
    Trustee.


 


	(b)	The
    ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar
    thereof.


 


	(c)	The
    Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.


 


SECTION
8.03 Who May be Deemed Owners.


 


Prior
to the due presentment for registration of transfer of any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the Person in whose name such Security shall be registered upon the books of the Company as the absolute
owner of such Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium,
if any, and (subject to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee
nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.


 


SECTION
8.04 Certain Securities Owned by Company Disregarded.


 


In
determining whether the holders of the requisite aggregate principal amount of Securities of a particular series have concurred
in any direction, consent of waiver under this Indenture, the Securities of that series that are owned by the Company or any other
obligor on the Securities of that series or by any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding
for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only Securities of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good faith may be regarded as Outstanding for the purposes
of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the
Trustee taken upon the advice of counsel shall be full protection to the Trustee.


 


SECTION
8.05 Actions Binding on Future Securityholders.


 


At
any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the
holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this
Indenture in connection with such action, any holder of a Security of that series that is shown by the evidence to be included
in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee, and upon
proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such
action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on registration of transfer thereof or in place thereof, irrespective
of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with
such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities of that series.


 




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SECTION
8.06 Purposes for Which Meetings May Be Called.


 


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


 


Notwithstanding
anything contained in this Article VIII, the Trustee may, during the pendency of a Default or an Event of Default, call a meeting
of holders of any series of Securities in accordance with its standard practices.


 


SECTION
8.07 Call Notice and Place of Meetings.


 


	(a)	The
    Trustee may at any time call a meeting of holders of any series of Securities for any purpose specified in Section 8.06 hereof,
    to be held at such time and at such place in The City of New York. Notice of every meeting of holders of any series of Securities,
    setting forth the time and the place of such meeting, in general terms the action proposed to be taken at such meeting and
    the percentage of the principal amount of the Outstanding Securities of such series which shall constitute a quorum at such
    meeting, shall be given, in the manner provided in Section 13.04 hereof, not less than 21 nor more than 180 days prior to
    the date fixed for the meeting to holders of Outstanding Securities of such series.


 


	(b)	In
    case at any time the Company, pursuant to a Board Resolution, or the holders of at least 10% in principal amount of the Outstanding
    Securities of any series shall have requested the Trustee to call a meeting of the holders of Securities of such series for
    any purpose specified in Section 8.06 hereof, by written request setting forth in reasonable detail the action proposed to
    be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21
    days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then
    the Company or the holders of Securities of such series in the amount specified, as the case may be, may determine the time
    and the place in The City of New York for such meeting and may call such meeting for such purposes by giving notice thereof
    as provided in paragraph (a) of this Section.


 


SECTION
8.08 Persons Entitled To Vote at Meetings.


 


To
be entitled to vote at any meeting of holders of Securities of a given series, a Person shall be (a) a holder of one or more Outstanding
Securities of such series or (b) a Person appointed by an instrument in writing as proxy for a holder or holders of one or more
Outstanding Securities of such series by such holder or holders. The only Persons who shall be entitled to be present or to speak
at any meeting of holders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.


 


SECTION
8.09 Quorum; Action.


 


The
Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of a given series shall constitute
a quorum with respect to a meeting of holders of Outstanding Securities of such series. In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at the request of holders of Securities of such series,
be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned
meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section
8.07(a) hereof, except that such notice need be given only once and not less than five days prior to the date on which the meeting
is scheduled to be reconvened.


 


At
a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters
(except as limited by the proviso to the first paragraph of Section 9.02 hereof) shall be effectively passed and decided if passed
or decided by the Persons entitled to vote not less than a majority in aggregate principal amount of Outstanding Securities of
a series represented and voting at such meeting with respect to a meeting of holders of Outstanding Securities of such series.


 


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


 




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


 


	(a)	Notwithstanding
    any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any
    meeting of holders of Securities in regard to proof of the holding of Securities and of the appointment of proxies and in
    regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other
    evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.


 


	(b)	The
    Trustee shall, by an instrument in writing, appoint a temporary chairman (which may be the Trustee) of the meeting, unless
    the meeting shall have been called by the Company or by holders of Securities of a given series as provided in Section 8.07(b)
    hereof, in which case the Company or the holders of Securities of such series calling the meeting, as the case may be, shall
    in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected
    by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented
    at the meeting.


 


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


 


	(d)	Any
    meeting of holders of Securities duly called pursuant to Section 8.07 hereof at which a quorum is present may be adjourned
    from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of the series in
    respect of which such meeting is being held represented at the meeting, and the meeting may be held as so adjourned without
    further notice.


 


SECTION
8.11 Counting Votes and Recording Action of Meetings.


 


The
vote upon any resolution submitted to any meeting of holders of Securities of a given series shall be by written ballots on which
shall be subscribed the signatures of the holders of Securities of such series or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution
and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at
the meeting. A record, at least in duplicate, of the proceedings of each meeting of holders of Securities of such series shall
be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth
a copy of the notice of the meeting and showing that said notice was given as provided in Section 8.07 hereof and, if applicable,
Section 8.09 hereof. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting
and one such copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters
therein stated.


 




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ARTICLE
IX


 


SUPPLEMENTAL
INDENTURES


 


SECTION
9.01 Supplemental Indentures Without the Consent of Securityholders.


 


In
addition to any supplemental indenture otherwise authorized by this Indenture, the Company and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:


 


	(a)	cure
    any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein or which
    is otherwise defective, or make any other provisions with respect to matters or questions arising under this Indenture which
    the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this
    Indenture;


 


	(b)	to
    comply with Article X;


 


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


 


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


 


	(e)	to
    add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes
    of issue, authentication, and delivery of Securities, as herein set forth;


 


	(f)	to
    make any change that does not adversely affect the rights of any Securityholder in any material respect;


 


	(g)	to
    provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in
    Section 2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture
    or any series of Securities, or to add to the rights of the holders of any series of Securities; or


 


	(h)	comply
    with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust
    Indenture Act.


 


The
Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any
such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Any
supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the
consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.


 


SECTION
9.02 Supplemental Indentures With Consent of Securityholders.


 


With
the written consent of the holders of at least a majority in aggregate principal amount of the Outstanding Securities of any series
or by action at a meeting of holders of the Securities of such series in accordance with Section 8.09, by the holders of a majority
in aggregate principal amount of the Securities of such series then Outstanding represented at such meeting, the Company, when
authorized by Board Resolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) 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 not covered by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected
thereby, (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, (ii) reduce
the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture, or any
consent or waiver, (iii) reduce the principal amount of discount securities payable upon acceleration of the maturity of any Securities
of any series or (iv) make the principal of or premium or interest on any Security of a series payable in currency or currency
units other than that stated in the Securities of such series.


 




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It
shall not be necessary for the consent of the Securityholders of any series affected thereby under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance
thereof.


 


SECTION
9.03 Effect of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture shall,
with respect to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations
of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities of
the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.


 


SECTION
9.04 Securities Affected by Supplemental Indentures.


 


Securities
of any series affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchange upon which such series may be listed, as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board
of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared
by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding.


 


SECTION
9.05 Execution of Supplemental Indentures.


 


Upon
the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion
but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01,
may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions
of this Article to join in the execution thereof; provided, however, that such Opinion of Counsel need not be provided in connection
with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof.


 


Promptly
after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the Security Register.
Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.


 




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ARTICLE
X


 


SUCCESSOR
ENTITY


 


SECTION
10.01 Company May Consolidate, Etc.


 


Nothing
contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into
any other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition
of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation
(whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided,
however, the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is
not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal
of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according
to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with
respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company
shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then
in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation,
or into which the Company shall have been merged, or by the entity which shall have acquired such property.


 


SECTION
10.02 Successor Entity Substituted.


 


	(a)	In
    case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor
    entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due
    and punctual payment of the principal of, premium, if any, and interest on all of the Securities of all series Outstanding
    and the due and punctual performance of all of the covenants and conditions of this Indenture or established with respect
    to each series of the Securities pursuant to Section 2.01 to be performed by the Company with respect to each series, such
    successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named as the Company
    herein, and thereupon the predecessor corporation shall be relieved of all obligations and covenants under this Indenture
    and the Securities.


 


	(b)	In
    case of any such consolidation, merger, sale, conveyance, transfer or other disposition such changes in phraseology and form
    (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.


 


	(c)	Nothing
    contained in this Article shall require any action by the Company in the case of a consolidation or merger of any Person into
    the Company where the Company is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise,
    of all or any part of the property of any other Person (whether or not affiliated with the Company).


 


SECTION
10.03 Evidence of Consolidation, Etc. to Trustee.


 


The
Trustee, subject to the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article.


 




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ARTICLE
XI


 


SATISFACTION
AND DISCHARGE


 


SECTION
11.01 Satisfaction and Discharge of Indenture.


 


If
at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated
(other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided
in Section 2.07) and Securities for whose payment money or Governmental Obligations have theretofore been deposited in trust or
segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in
Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall
have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit
or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations sufficient or
a combination thereof, sufficient (assuming that no tax liability will be imposed on the Trustee) in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay
at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series
by the Company then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions
of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or redemption date, as
the case may be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee, on demand of the
Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.


 


SECTION
11.02 Discharge of Obligations.


 


If
at any time all such Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not
become due and payable as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee
as trust funds moneys or an amount of Governmental Obligations sufficient to pay at maturity or upon redemption all such Securities
of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest
due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then after the date such
moneys or Governmental Obligations, as the case may be, are deposited with the Trustee the obligations of the Company under this
Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07,
4,01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities shall mature and be paid. Thereafter, Sections
7.06 and 11.05 shall survive.


 


SECTION
11.03 Deposited Moneys to be Held in Trust.


 


Subject
to Section 11.05, all moneys or Governmental Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall
be held in trust and shall be available for payment as due, either directly or through any paying agent (including the Company
acting as its own paying agent), to the holders of the particular series of Securities for the payment or redemption of which
such moneys or Governmental Obligations have been deposited with the Trustee.


 


SECTION
11.04 Payment of Moneys Held by Paying Agents.


 


In
connection with the satisfaction and discharge of this Indenture all moneys or Governmental Obligations then held by any paying
agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys or Governmental Obligations.


 


SECTION
11.05 Repayment to Company.


 


Any
moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment
of principal of or premium or interest on the Securities of a particular series that are not applied but remain unclaimed by the
holders of such Securities for two years after the date upon which the principal of (and premium, if any) or interest on such
Securities shall have respectively become due and payable, shall be repaid to the Company or (if then held by the Company) shall
be discharged from such trust in each case, promptly after the end of any such two-year period or, at the request of the Company,
on a later date specified by the Company; and thereupon the paying agent and the Trustee shall be released from all further liability
with respect to such moneys or Governmental Obligations, and the holder of any of the Securities entitled to receive such payment
shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof.


 




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ARTICLE
XII


 


IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


SECTION
12.01 No Recourse.


 


No
recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future
as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor
or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors as such, of the Company or of any predecessor or successor corporation, or any of them, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either
at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator,
stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason
of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are
hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance
of such Securities.


 


ARTICLE
XIII


 


MISCELLANEOUS
PROVISIONS


 


SECTION
13.01 Effect on Successors and Assigns.


 


All
the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Company shall bind its
successors and assigns, whether so expressed or not.


 


SECTION
13.02 Actions by Successor.


 


Any
act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and effect by the corresponding board, committee or
officer of any corporation that shall at the time be the lawful successor of the Company.


 


SECTION
13.03 Surrender of Company Powers.


 


The
Company by instrument in writing executed by authority of its Board of Directors and delivered to the Trustee may surrender any
of the powers reserved to the Company, and thereupon such power so surrendered shall terminate both as to the Company and as to
any successor corporation.


 


SECTION
13.04 Notices.


 


Except
as otherwise expressly provided herein any notice or demand that by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the holders of Securities to or on the Company may be given or served by being deposited
first class postage prepaid in a post-office letterbox addressed (until another address is filed in writing by the Company with
the Trustee), as follows: Orgenesis Inc., Attn: [  ], 20271 Goldenrod Lane, Germantown, MD 20876. Any notice, election,
request or demand by the Company or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee. Any notice or communication
to a holder shall be mailed by first-class mail to his address shown on the Security Register kept by the Security Registrar.
Failure to mail a notice or communication to a holder or any defect in such notice or communication shall not affect its sufficiency
with respect to other holders. If a notice or communication is mailed or sent in the manner provided above within the time prescribed,
it is duly given as of the date it is mailed, whether or not the addressee receives it, except that notice to the Trustee or the
Company shall only be effective upon receipt thereof by the Trustee or the Company, respectively. If the Company mails a notice
or communication to holders of Securities, it shall mail a copy to the Trustee at the same time.


 




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SECTION
13.05 Governing Law.


 


This
Indenture and each Security shall be deemed to be a contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.


 


SECTION
13.06 Treatment of Securities as Debt.


 


It
is intended that the Securities will be treated as indebtedness and not as equity for federal income tax purposes. The provisions
of this Indenture shall be interpreted to further this intention.


 


SECTION
13.07 Compliance Certificates and Opinions.


 


	(a)	Upon
    any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture,
    the Company, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for
    in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion
    of such counsel all such conditions precedent have been complied with, except that in the case of any such application or
    demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to
    such particular application or demand, no additional certificate or opinion need be furnished.


 


	(b)	Each
    certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition
    or covenant in this Indenture shall include (1) a statement that the Person making such certificate or opinion has read such
    covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the
    statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person,
    he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or
    not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such Person,
    such condition or covenant has been complied with.


 


SECTION
13.08 Payments on Business Days.


 


Except
as provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set forth in an Officers’ Certificate, or established
in one or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any
Security or the date of redemption of any Security shall not be a Business Day, then payment of interest or principal (and premium,
if any) may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity
or redemption, and no interest shall accrue for the period after such nominal date.


 


SECTION
13.09 Conflict with Trust Indenture Act.


 


If
and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.


 


SECTION
13.10 Counterparts.


 


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


 






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SECTION
13.11 Separability.


 


In
case any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained herein or therein.


 



SECTION
13.12 Assignment.


 


The
Company will have the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect
wholly-owned Subsidiary of the Company, provided that, in the event of any such assignment, the Company, will remain liable for
all such obligations. Subject to the foregoing, this Indenture is binding upon and inures to the benefit of the parties thereto
and their respective successors and assigns. This Indenture may not otherwise be assigned by the parties thereto.



 


ARTICLE
XIV


 


SUBORDINATION
OF SECURITIES


 


SECTION
14.01 Subordination Terms.


 


The
payment by the Company of the principal of, premium, if any, and interest on any series of Securities issued hereunder shall be
subordinated to the extent set forth in an indenture supplemental hereto relating to the Securities of such series.





 






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


 


	 	ORGENESIS INC.
	 	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[  ],	 
	 	As Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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