Exhibit 4.4


 


HYDROFARM HOLDINGS GROUP, 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)


 


	 	 	 Page
	ARTICLE I	DEFINITIONS	1
	 	 	 
	SECTION 1.01	Definitions of Terms	1
	 	 	 
	ARTICLE II	ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	4
	 	 	 
	SECTION 2.01	Designation and Terms of Securities	4
	 	 	 
	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	8
	 	 	 
	SECTION 2.07	Mutilated, Destroyed, Lost or Stolen Securities	8
	 	 	 
	SECTION 2.08	Cancellation	8
	 	 	 
	SECTION 2.09	Benefits of Indenture	9
	 	 	 
	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	11
	 	 	 
	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	13
	 	 	 
	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	15
	 	 	 
	SECTION 6.03	Application of Moneys Collected	16
	 	 	 
	SECTION 6.04	Limitation on Suits	16
	 	 	 
	SECTION 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver	17
	 	 	 
	SECTION 6.06	Control by Securityholders	17
	 	 	 
	SECTION 6.07	Undertaking to Pay Costs	18



 






     


     


    

 


	ARTICLE VII	CONCERNING THE TRUSTEE	18
	 	 	 
	SECTION 7.01	Certain Duties and Responsibilities of Trustee	18
	 	 	 
	SECTION 7.02	Certain Rights of Trustee	19
	 	 	 
	SECTION 7.03	Trustee Not Responsible for Recitals or Issuance of Securities	20
	 	 	 
	SECTION 7.04	May Hold Securities	20
	 	 	 
	SECTION 7.05	Moneys Held in Trust	20
	 	 	 
	SECTION 7.06	Compensation and Reimbursement	20
	 	 	 
	SECTION 7.07	Reliance on Officers’ Certificate	20
	 	 	 
	SECTION 7.08	Disqualification; Conflicting Interests	21
	 	 	 
	SECTION 7.09	Corporate Trustee Required; Eligibility	21
	 	 	 
	SECTION 7.10	Resignation and Removal; Appointment of Successor	21
	 	 	 
	SECTION 7.11	Acceptance of Appointment By Successor	22
	 	 	 
	SECTION 7.12	Merger, Conversion, Consolidation or Succession to Business	23
	 	 	 
	SECTION 7.13	Preferential Collection of Claims Against the Company	23
	 	 	 
	ARTICLE VIII	CONCERNING THE SECURITYHOLDERS	23
	 	 	 
	SECTION 8.01	Evidence of Action by Securityholders	23
	 	 	 
	SECTION 8.02	Proof of Execution by Securityholders	23
	 	 	 
	SECTION 8.03	Who May be Deemed Owners	24
	 	 	 
	SECTION 8.04	Certain Securities Owned by Company Disregarded	24
	 	 	 
	SECTION 8.05	Actions Binding on Future Securityholders	24
	 	 	 
	SECTION 8.06	Purposes for Which Meetings May Be Called	24
	 	 	 
	SECTION 8.07	Call Notice and Place of Meetings	24
	 	 	 
	SECTION 8.08	Persons Entitled To Vote at Meetings	25
	 	 	 
	SECTION 8.09	Quorum; Action	25
	 	 	 
	SECTION 8.10	Determination of Voting Rights; Conduct and Adjournment of Meetings	25
	 	 	 
	SECTION 8.11	Counting Votes and Recording Action of Meetings	26



 






     


     


    

 


	ARTICLE IX	SUPPLEMENTAL INDENTURES	26
	 	 	 
	SECTION 9.01	Supplemental Indentures Without the Consent of Securityholders	26
	 	 	 
	SECTION 9.02	Supplemental Indentures With Consent of Securityholders	27
	 	 	 
	SECTION 9.03	Effect of Supplemental Indentures	27
	 	 	 
	SECTION 9.04	Securities Affected by Supplemental Indentures	27
	 	 	 
	SECTION 9.05	Execution of Supplemental Indentures	27
	 	 	 
	ARTICLE X	SUCCESSOR ENTITY	28
	 	 	 
	SECTION 10.01	Company May Consolidate, Etc.	28
	 	 	 
	SECTION 10.02	Successor Entity Substituted	28
	 	 	 
	SECTION 10.03	Evidence of Consolidation, Etc. to Trustee	29
	 	 	 
	ARTICLE XI	SATISFACTION AND DISCHARGE	29
	 	 	 
	SECTION 11.01	Satisfaction and Discharge of Indenture	29
	 	 	 
	SECTION 11.02	Discharge of Obligations	29
	 	 	 
	SECTION 11.03	Deposited Moneys to be Held in Trust	29


  


	SECTION 11.04	Payment of Moneys Held by Paying Agents	29
	 	 	 
	SECTION 11.05	Repayment to Company	29
	 	 	 
	ARTICLE XII	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	30
	 	 	 
	SECTION 12.01	No Recourse	30



 






     


     


    

 


	ARTICLE XIII	MISCELLANEOUS PROVISIONS	30
	 	 	 
	SECTION 13.01	Effect on Successors and Assigns	30
	 	 	 
	SECTION 13.02	Actions by Successor	30
	 	 	 
	SECTION 13.03	Surrender of Company Powers	30
	 	 	 
	SECTION 13.04	Notices	30
	 	 	 
	SECTION 13.05	Governing Law	31
	 	 	 
	SECTION 13.06	Treatment of Securities as Debt	31
	 	 	 
	SECTION 13.07	Compliance Certificates and Opinions	31
	 	 	 
	SECTION 13.08	Payments on Business Days	31
	 	 	 
	SECTION 13.09	Conflict with Trust Indenture Act	31
	 	 	 
	SECTION 13.10	Counterparts	31
	 	 	 
	SECTION 13.11	Separability	31
	 	 	 
	SECTION 13.12	Assignment	31
	 	 	 
	ARTICLE XIV	SUBORDINATION OF SECURITIES	32
	 	 	 
	SECTION 14.01	Subordination Terms	32


 


	(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 and provisions.


 






     


     


    

 





INDENTURE, dated as of [ ], by and between Hydrofarm Holdings Group, Inc.,
a Delaware 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 [ ].


 






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“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.


 


“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
(i) by the Chief Executive Officer, President or a Vice President and (ii) 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.


 






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“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.


 


“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.


 






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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;


 


(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;


 






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(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.


 


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.


 






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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.


 


(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, facsimile or electronic signature. The Company may use the facsimile or electronic 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.





 






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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.


 


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.


 






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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.


 


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.





 






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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).


 


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 2.11 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.


 






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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.


 


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.


 






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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.


 


(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.


 






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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.


 


(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.


 






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(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:


 


(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.


 






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(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.


 


(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.


 






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(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.


 


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.


 






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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.


 


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;





 






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(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


 


(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


 






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(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.


 


(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.


 


(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.


 






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(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.


 


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.





 






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(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.


 


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 or Boston, Massachusetts. 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.





 






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(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 or Boston, Massachusetts 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.


 


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.


 






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(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.


 


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





 






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(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.


 


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.


 






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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.


 


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).


 






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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.


 


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: Hydrofarm Holdings Group, Inc.,
Attn: [ ], 1510 Main Street, Shoemakersville, Pennsylvania 19526. 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.


 


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.


 






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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.


 


	 	HYDROFARM HOLDINGS GROUP, INC.
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[ ],
	 	As Trustee
	 	 
	 	By:	 
	 	 	Name:                 
	 	 	Title:


 






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