Exhibit
4.3


THE ARENA
GROUP HOLDINGS, INC.


 


And


 


U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION, as
Trustee


 


INDENTURE


 


Dated
as of                   ,


 




    	 



     


    

 


TABLE
OF CONTENTS


 


	ARTICLE
    1 – DEFINITIONS AND INCORPORATION BY REFERENCE	1
	1.1
    DEFINITIONS	1
	1.2.
    OTHER DEFINITIONS	4
	1.3.
    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	4
	1.4.
    RULES OF CONSTRUCTION	4
	ARTICLE
    2 – THE SECURITIES	5
	2.1.
    ISSUABLE IN SERIES	5
	2.2.
    ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES	5
	2.3.
    EXECUTION AND AUTHENTICATION	6
	2.4.
    REGISTRAR AND PAYING AGENT	7
	2.5.
    PAYING AGENT TO HOLD ASSETS IN TRUST	7
	2.6.
    SECURITYHOLDER LISTS	8
	2.7.
    TRANSFER AND EXCHANGE	8
	2.8.
    REPLACEMENT SECURITIES	8
	2.9.
    OUTSTANDING SECURITIES	8
	2.10.
    WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION	9
	2.11.
    TEMPORARY SECURITIES	9
	2.12.
    CANCELLATION	9
	2.13.
    PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST	9
	2.14.
    CUSIP NUMBER	10
	2.15.
    PROVISIONS FOR GLOBAL SECURITIES	10
	2.16.
    PERSONS DEEMED OWNERS	10
	ARTICLE
    3 – REDEMPTION	11
	3.1.
    NOTICES TO TRUSTEE	11
	3.2.
    SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	11
	3.3.
    NOTICE OF REDEMPTION	11
	3.4.
    EFFECT OF NOTICE OF REDEMPTION	12
	3.5.
    DEPOSIT OF REDEMPTION PRICE	12
	3.6.
    SECURITIES REDEEMED IN PART	12
	ARTICLE
    4 – COVENANTS	12
	4.1.
    PAYMENT OF SECURITIES	12
	4.2.
    WAIVER OF STAY, EXTENSION OR USURY LAWS	13
	4.3.
    COMPLIANCE CERTIFICATE	13
	4.4.
    CORPORATE EXISTENCE	13
	ARTICLE
    5 – SUCCESSOR CORPORATION	13
	5.1.
    LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS	13
	5.2.
    SUCCESSOR PERSON SUBSTITUTED	14
	ARTICLE
    6 – DEFAULTS AND REMEDIES	14
	6.1.
    EVENTS OF DEFAULT	14
	6.2.
    ACCELERATION	15
	6.3.
    REMEDIES	15
	6.4.
    WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT	15
	6.5.
    CONTROL BY MAJORITY	15
	6.6.
    LIMITATION ON SUITS	15
	6.7.
    RIGHTS OF HOLDERS TO RECEIVE PAYMENT	16
	6.8.
    COLLECTION SUIT BY TRUSTEE	16
	6.9.
    TRUSTEE MAY FILE PROOFS OF CLAIM	16
	6.10.
    PRIORITIES	16
	6.11.
    UNDERTAKING FOR COSTS	17
	ARTICLE
    7 – TRUSTEE	17
	7.1.
    DUTIES OF TRUSTEE	17
	7.2.
    RIGHTS OF TRUSTEE	18
	7.3.
    INDIVIDUAL RIGHTS OF TRUSTEE	19
	7.4.
    TRUSTEE’S DISCLAIMER	19
	7.5.
    NOTICE OF DEFAULT	19



 



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	7.6.
    REPORTS BY TRUSTEE TO HOLDERS	19
	7.7.
    COMPENSATION AND INDEMNITY	19
	7.8.
    REPLACEMENT OF TRUSTEE	20
	7.9.
    SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION	20
	7.10.
    ELIGIBILITY; DISQUALIFICATION	20
	7.11.
    PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	21
	7.12.
    PAYING AGENTS	21
	ARTICLE
    8 – AMENDMENTS, SUPPLEMENTS AND WAIVERS	21
	8.1.
    WITHOUT CONSENT OF HOLDERS	21
	8.2.
    WITH CONSENT OF HOLDERS	22
	8.3.
    COMPLIANCE WITH TRUST INDENTURE ACT	22
	8.4.
    REVOCATION AND EFFECT OF CONSENTS	22
	8.5.
    NOTATION ON OR EXCHANGE OF SECURITIES	23
	8.6.
    TRUSTEE TO SIGN AMENDMENTS, ETC.	23
	ARTICLE
    9 – DISCHARGE OF INDENTURE; DEFEASANCE	23
	9.1.
    LEGAL DEFEASANCE	23
	9.2.
    COVENANT DEFEASANCE	23
	9.3.
    CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE	24
	9.4.
    DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;        OTHER MISCELLANEOUS PROVISIONS	24
	9.5.
    REINSTATEMENT	25
	9.6.
    MONEYS HELD BY TRUSTEE	25
	ARTICLE
    10 – SATISFACTION AND DISCHARGE	25
	10.1
    SATISFACTION AND DISCHARGE	25
	10.2
    APPLICATION OF TRUST MONEY	26
	ARTICLE
    11 – MISCELLANEOUS	26
	11.1.
    TRUST INDENTURE ACT CONTROLS	26
	11.2.
    NOTICES	26
	11.3.
    COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	27
	11.4.
    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	27
	11.5.
    STATEMENT REQUIRED IN CERTIFICATE AND OPINION	27
	11.6.
    RULES BY HOLDERS AND AGENTS	28
	11.7.
    BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT	28
	11.8.
    GOVERNING LAW	28
	11.9.
    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	28
	11.10.
    NO RECOURSE AGAINST OTHERS	28
	11.11.
    SUCCESSORS	28
	11.12.
    MULTIPLE COUNTERPARTS	28
	11.13.
    TABLE OF CONTENTS, HEADINGS, ETC.	29
	11.14.
    SEVERABILITY	29
	11.15.
    SECURITIES IN A FOREIGN CURRENCY OR IN EUROS	29
	11.16. JUDGMENT CURRENCY	29

	11.17. U.S.A. PATRIOT ACT	29


 




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INDENTURE,
dated as of                 ,                    ,
by and between The Arena Group Holdings, Inc., a Delaware corporation, as Issuer (the “Company”) and U.S. Bank
Trust Company, National Association, as Trustee (the “Trustee”).


 


RECITALS
OF THE COMPANY


 


The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more series (the “Securities”), as herein provided, up to
such principal amount as may from time to time be authorized in or pursuant to one or more resolutions of the Board of Directors or by
supplemental indenture.


 


All
things necessary to make this Indenture a valid agreement of the Company in accordance with its terms have been done, and the execution
and delivery thereof have been in all respects duly authorized by the parties hereto.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


For
and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal
and proportionate benefit of all Holders of the Securities of a Series thereof, as follows:


 


ARTICLE
1 –


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


1.1
DEFINITIONS.


 


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


 


“Agent”
means any Registrar, Paying Agent, co-registrar or agent for service of notices and demands.


 


“Board
of Directors” means the Board of Directors of the Company or any committee duly authorized to act therefor.


 


“Board
Resolution” means a copy of a resolution certified pursuant to an Officer’s Certificate to have been duly adopted by the
Board of Directors of the Company or pursuant to authorization by the Board of Directors and to be in full force and effect on the date
of such certification which has been delivered to the Trustee.


 


“Capital
Stock” means, with respect to any Person, any and all shares or other equivalents (however designated) of capital stock, partnership
interests or any other participation, right or other interest in the nature of an equity interest in such Person or any option, warrant
or other security convertible into any of the foregoing.


 


“Company”
means the party named as such in the first paragraph of this Indenture until a successor replaces such party pursuant to Article 5 of
this Indenture, and thereafter means the successor and any other primary obligor on the Securities.


 


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


 


“Company
Request” means any written request signed in the name of the Company by its Chief Executive Officer, its President, any Vice President,
its Chief Financial Officer or its Treasurer and attested to by its Secretary or any Assistant Secretary.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business relating to this
Indenture shall be principally administered, which office at the date of the Indenture is located at the address set forth in
Section 11.2, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company.


 


“Default”
means any event that is, or that with the passing of time or giving of notice or both would be, an Event of Default.


 


“Depository”
means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities,
the Person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the
Exchange Act, until a successor Depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Depository” shall mean each Person who is then a Depository hereunder, and if at any time there is more than one such Person,
such Persons.


 




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“Dollars”
means the currency of the United States of America.


 


“Euro”
means the single currency of participating member states of the economic and monetary union as contemplated in the Treaty on European
Union.


 


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


 


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


 


“Foreign
Government Obligations” means, with respect to Securities that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged
or (ii) obligations of a Person controlled or supervised by, or acting as an agency or instrumentality of, such government, the timely
payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under
clauses (i) and (ii), are not callable or redeemable at the option of the issuer thereof.


 


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


 


“Global
Security” or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant
to Section 2.2, evidencing all or part of a Series of Securities issued to the Depository for such Series or its nominee, and registered
in the name of such Depository or nominee, and bearing the legend set forth in Section 2.15(c) (or such other legend(s) as may be applied
to such Securities in accordance with Section 2.2(25)).


 


“Holder”
or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books.


 


“Indebtedness”
means (without duplication), with respect to any Person, any indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only
to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments, or representing the balance, deferred and unpaid,
of the purchase price of any property (excluding any balances that constitute accounts payable or trade payables, and other accrued liabilities
arising in the ordinary course of business), if and to the extent any of the foregoing indebtedness would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP.


 


“Indenture”
means this Indenture as amended, restated or supplemented from time to time.


 


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


 


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


 


“Officer”
means the Chief Executive Officer, any President, any Vice President, the Chief Financial Officer, the Treasurer or the Secretary of
the Company, or any other officer designated by the Board of Directors, as the case may be.


 


“Officer’s
Certificate” means, with respect to any Person, a certificate signed by an Officer of such Person, that shall comply with applicable
provisions of this Indenture.


 


“Opinion
of Counsel” means a written opinion from legal counsel, which counsel is reasonably acceptable to the Trustee. The counsel may
be an employee of or outside counsel to the Company or any Subsidiary of the Company, that shall comply with the applicable provisions
of the Indenture.


 


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


 




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


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer within the corporate trust department or division of the Trustee
(or any successor group of the Trustee) in its Corporate Trust Office having responsibility for administration of this Indenture,
and also means, with respect to a particular corporate trust matter relating to this Indenture, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the particular subject.


 


“SEC”
means the United States Securities and Exchange Commission as constituted from time to time, or any successor performing substantially
the same functions.


 


“Securities”
means the securities that are issued under this Indenture, as amended, restated or supplemented from time to time pursuant to this Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


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


 


“Significant
Subsidiary” means (i) any direct or indirect Subsidiary of the Company that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the
date hereof, or (ii) any group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation
is in effect on the date hereof.


 


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


 


“Subsidiary”
of any specified Person means any corporation, limited liability company, partnership, joint venture, association or other business entity,
whether now existing or hereafter organized or acquired, (i) in the case of a corporation, of which more than 50% of the total voting
power of the Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof
is held, directly or indirectly, by such Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint venture, association
or other business entity, with respect to which such Person or any of its Subsidiaries has the power to direct or cause the direction
of the management and policies of such entity by contract or otherwise, or if in accordance with GAAP such entity is consolidated with
such Person for financial statement purposes.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided
in Section 8.3).


 


“Trustee”
means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture, and thereafter means the successor,
and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any Series shall
mean the Trustee with respect to Securities of that Series.


 


“U.S.
Government Obligations” means direct non-callable obligations of, or non-callable obligations guaranteed by, the United States
of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged.


 






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1.2.
OTHER DEFINITIONS.


 


The
definitions of the following terms may be found in the sections indicated as follows:


 








	TERM	 	DEFINED
IN SECTION
	“Bankruptcy
    Law”	 	6.1
	 	 	 
	“Business
    Day”	 	11.7
	 	 	 
	“Covenant
    Defeasance”	 	9.2
	 	 	 
	“Custodian”	 	6.1
	 	 	 
	“Event
    of Default”	 	6.1
	 	 	 
	“Journal”	 	11.15
	 	 	 
	“Judgment
    Currency”	 	11.16
	 	 	 
	“Legal
    Defeasance”	 	9.1
	 	 	 
	“Legal
    Holiday”	 	11.7
	 	 	 
	“Market
    Exchange Rate”	 	11.15
	 	 	 
	“Paying
    Agent”	 	2.4
	 	 	 
	“Place
    of Payment”	 	11.7
	 	 	 
	“Registrar”	 	2.4
	 	 	 
	“Required
    Currency”	 	11.16


 


1.3.
INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.


 


Whenever
this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings:


 


“Commission”
means the SEC.


 


“Indenture
securities” means the Securities.


 


“Indenture
securityholder” means a Holder or Securityholder.


 


“Indenture
to be qualified” means this Indenture.


 


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


 


“Obligor
on the indenture securities” means the Company or any other obligor on the Securities.


 


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


 


1.4.
RULES OF CONSTRUCTION.


 


Unless
the context otherwise requires:


 


(1)
a term has the meaning assigned to it herein, whether defined expressly or by reference;


 


(2)
unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall
be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP;


 


(3)
“or” is not exclusive;


 


(4)
words in the singular include the plural, and in the plural include the singular;


 


(5)
words used herein implying any gender shall apply to each gender;


 


(6)
the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision;


 


(7)
“$” refers to Dollars, or such other money of the United States that at the time of payment is legal tender for payment
of public and private debts; and


 


(8)
reference to sections, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacements or
successor sections or rules adopted by the SEC from time to time.


 




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ARTICLE
2 –


THE
SECURITIES


2.1.
ISSUABLE IN SERIES.


 


The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may
be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental
indenture or an Officer’s Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board
Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or
supplemental indenture may provide for the method by which specified terms (such as interest rate, Stated Maturity, record date or date
from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, PROVIDED, that
all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.


 


2.2.
ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.


 


At
or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case
of Subsection 2.2(1) and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2(2)
through 2.2(25)) by a Board Resolution, a supplemental indenture or an Officer’s Certificate, in each case, pursuant to
authority granted under a Board Resolution:


 


(1)
the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);


 


(2)
any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 8.5);


 


(3)
the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;


 


(4)
the date or dates on which the principal of the Securities of the Series is payable;


 


(5)
the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including,
but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall
bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if
any, shall commence and be payable and any regular record date for the interest payable on any Interest Payment Date;


 


(6)
the place or places where the principal of, and interest and premium, if any, on, the Securities of the Series shall be payable, or the
method of such payment, if by wire transfer, mail or other means;


 


(7)
if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities
of the Series may be redeemed, in whole or in part, at the option of the Company;


 


(8)
the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof, and the period or periods within which, the price or prices at which and the terms and conditions
upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(9)
the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option
of the Holders thereof, and other detailed terms and provisions of such repurchase obligations;


 


(10)
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall
be issuable;


 


(11)
the forms of the Securities of the Series in bearer (if to be issued outside of the United States of America) or fully registered form
(and, if in fully registered form, whether the Securities will be issuable as Global Securities);


 


(12)
if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 6.2;


 


(13)
the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the Euro, and, if such currency of denomination is a composite currency other than the Euro, the agency or organization, if any,
responsible for overseeing such composite currency;


 




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(14)
the designation of the currency, currencies or currency units in which payment of the principal of, and interest and premium, if any,
on, the Securities of the Series will be made;


 


(15)
if payments of principal of, or interest or premium, if any, on, the Securities of the Series are to be made in one or more currencies
or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect
to such payments will be determined;


 


(16)
the manner in which the amounts of payment of principal of, or interest and premium, if any, on, the Securities of the Series will be
determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity,
commodity index, stock exchange index or financial index;


 


(17)
the provisions, if any, relating to any collateral provided for the Securities of the Series;


 


(18)
any addition to or change in the covenants set forth in Articles 4 or 5 that applies to Securities of the Series;


 


(19)
any addition to or change in the Events of Default which applies to any Securities of the Series, any provision for the payment of additional
interest or liquidated damages in connection with any Event of Default, and any change in the right of the Trustee or the requisite Holders
of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2;


 


(20)
the terms and conditions, if any, for conversion of the Securities into or exchange of the Securities for shares of common stock, preferred
stock, other debt securities, or warrants, subscription rights or units for common stock, preferred stock or other securities of any
kind of the Company that apply to Securities of the Series;


 


(21)
any Trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities
of such Series if other than those appointed herein;


 


(22)
the terms and conditions, if any, upon which the Securities shall be subordinated in right of payment to other Indebtedness of the Company;


 


(23)
the terms, if any, relating to any guarantees provided for the Securities of the Series;


 


(24)
if applicable, that the Securities of the Series,
in whole or any specified part, shall be defeasible pursuant to Article 9; and


 


(25)
any other terms of the Securities of the Series
(which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 8.1, but which may modify
or delete any provision of this Indenture insofar as it applies to such Series).


 


All
Securities of any one Series need not be issued at the same time, and may be issued from time to time, consistent with the terms of
this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officer’s Certificate
referred to above and, unless otherwise provided, a Series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such Series; provided, however, that if such additional Securities are not fungible with the Securities of
such Series for U.S. federal income tax purposes, the additional Securities will have a separate CUSIP number. No Board Resolution
or Officer’s Certificate may affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise
with respect to any series of Securities except as it may agree in writing.


 


2.3.
EXECUTION AND AUTHENTICATION.


 


The
Securities shall be executed on behalf of the Company by one Officer of the Company. Each such signature may be either manual, facsimile
or electronic signature created on an electronic platform (such as DocuSign), in each case that is approved by the Trustee.


 


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


 


A
Security shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue
in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt
by the Trustee of a Company Order. Each Security shall be dated the date of its authentication.


 


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


 




    	6



     


    

 


Prior
to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.1) shall be fully protected in
relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities
of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series,
(b) an Officer’s Certificate complying with Section 11.4, and (c) an Opinion of Counsel complying with Section 11.4.


 


The
Trustee shall have the right to decline to authenticate and deliver any Securities of any Series: (a) if the Trustee, being advised in
writing by outside counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by its board of
directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall reasonably determine that such
action would expose the Trustee to personal liability, or cause it to have a conflict of interest with respect to Holders of any then
outstanding Series of Securities.


 


The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Any appointment shall be evidenced by an instrument signed by an authorized officer of the
Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the
Company.


 


2.4.
REGISTRAR AND PAYING AGENT.


 


The
Company shall maintain for any Series of Securities (i) an office or agency where such Securities may be presented for registration of
transfer or for exchange (“Registrar”) and (ii) an office or agency where such Securities may be presented for payment (“Paying
Agent”),and PROVIDED, that at the option of the Company payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the register for the Securities maintained by the Registrar). The Registrar shall keep
a register of the Securities and of their transfer and exchange. The Company may have one or more co-Registrars and one or more additional
Paying Agents. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office
or agency. If at any time the Company shall fail to maintain any such required office, or to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the address of the Trustee as set forth in Section 11.2
provided, however, that the Corporate Trust Office of the Trustee shall not be a place of service of legal process on the Company.
The Company or any of its Subsidiaries may also act as Paying Agent. If the Company acts as Paying Agent, it shall segregate the
money held by it for the payment of principal of, and interest and premium, if any, on, the Securities and hold it as a separate trust
fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to any Securityholder.


 


The
Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes, and may from time to time rescind such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office or agency  for Securities of any Series for such purposes.
The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall give
prompt written notice to the Trustee of such designation or rescission, and of any change in the location of any such other office or
agency.


 


The
Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address
of any such Agent. If the Company fails to maintain a Registrar or Paying Agent and demands, or fails to give the foregoing notice, the
Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar and Paying Agent for each Series unless another
Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.


 


2.5.
PAYING AGENT TO HOLD ASSETS IN TRUST.


 


The
Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying
Agent shall, hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent
for the payment of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed
to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee
in writing of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company
at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the
Trustee may, at any time during the continuance of any payment default with respect to any Series of Securities, upon written request
to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed.
Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent (if
other than the Company, any other obligor on such Series of Securities or the Trustee) shall have no further liability for such assets.
Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Securities.


 




    	7



     


    

 


2.6.
SECURITYHOLDER LISTS.


 


The
Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of Securityholders of each Series of Securities and shall otherwise comply with Section 312(a) of the TIA. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each regular record date for the payment of interest on the Securities of a
Series and at least five Business Days before each related Interest Payment Date, and at such other times as the Trustee may request
in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders
of each Series of Securities.


 


2.7.
TRANSFER AND EXCHANGE.


 


When
Securities of a Series are presented by the Holder to the Registrar with a request to register the transfer thereof, the Registrar shall
register the transfer as requested if its requirements are met, and when such Securities of a Series are presented
to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the
same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for
registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall
authenticate Securities at the Registrar’s request.


 


If
Securities are issued as Global Securities, the provisions of Section 2.15 shall apply.


 


All
Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer
or exchange.


 


Every
Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar
or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the
Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.


 


Any
exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to
any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series,
or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities.
The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption
in whole or in part, except the unredeemed portion of such Security being redeemed in part.


 


2.8.
REPLACEMENT SECURITIES.


 


If
a mutilated Security is surrendered to the Trustee, or if the Holder of a Security presents evidence to the satisfaction of the Company
and the Trustee that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee, upon receipt
of a Company Order, shall authenticate a replacement Security of the same Series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding. An indemnity bond may be required by the Company or the Trustee that is sufficient in the reasonable
judgment of the Company or the Trustee, as the case may be, to protect the Company, the Trustee or any Agent from any loss which any
of them may suffer if a Security is replaced. The Company may charge such Holder for the Company’s out-of-pocket expenses in replacing
a Security, including the fees and expenses of the Trustee. Every replacement Security shall constitute an original additional obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder.


 


2.9.
OUTSTANDING SECURITIES.


 


Securities
outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.9 as not outstanding.


 


If
a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding
until the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser.
A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8.


 




    	8



     


    

 


If
a Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any thereof) holds on a Redemption Date or the
Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date,
and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date
and upon payment of such money to the Holder, such Securities will be cancelled and cease to be outstanding and interest on them ceases
to accrue.


 


A
Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.


 


2.10.
WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION.


 


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


 


2.11.
TEMPORARY SECURITIES.


 


Until
definitive Securities are ready for delivery, the Company may prepare and execute, and the Trustee, upon receipt of a Company Order,
shall authenticate, temporary Securities. Temporary Securities shall be substantially in the form, and shall carry all rights, of definitive
Securities, but may have variations that the Company considers appropriate for temporary Securities and shall be in form reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and execute, and the Trustee shall authenticate, definitive Securities
in exchange for temporary Securities without charge to the Holder.


 


2.12.
CANCELLATION.


 


The
Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or cancellation. The Company may not issue new Securities to
replace Securities that it has paid or that have been delivered to the Trustee for cancellation. Cancelled Securities shall be disposed
of by the Trustee (subject to the record retention requirement of the Exchange Act and the Trustee) pursuant to its customary
procedures.


 


2.13.
PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.


 


Except
as otherwise provided as contemplated by Section 2.2 with respect to any Series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is
registered at the close of business on the regular record date for such interest, as provided in the Board Resolution, supplemental indenture
hereto or Officer’s Certificate establishing the terms of such Series.


 


If
the Company defaults in a payment of interest on the Securities, it shall pay the defaulted interest in any lawful manner, plus, to the
extent lawful, any interest payable on defaulted interest pursuant to Section 4.1, to the Persons who are Securityholders on a subsequent
special record date,. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each
Security and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date,
provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest.
At least 15 days before the special record date, the Company shall mail or cause to be mailed to each Securityholder, with a copy to
the Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable
on such defaulted interest, if any, to be paid.


 


Except
as otherwise specified as contemplated by Section 2.2 for Securities of any Series, interest on the Securities of each Series shall be
computed on the basis of a 360-day year of twelve 30-day months.


 




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2.14.
CUSIP NUMBER.


 


The
Company in issuing the Securities may use one or more “CUSIP” and “ISIN” numbers, and, if the Company does so,
the Trustee shall use the CUSIP and ISIN number(s) in notices of redemption or exchange as a convenience to Holders, PROVIDED, that any
such notice may state that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number(s) printed
in the notice or on the Securities, and that reliance may be placed only on the other identification numbers printed on the Securities,
and that any such redemption or exchange shall not be affected by any defect in or omission of any such numbers. The Company shall promptly
notify the Trustee in writing of any change in the CUSIP, ISIN or other similar numbers.


 


2.15.
PROVISIONS FOR GLOBAL SECURITIES.


 


(a)
A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate shall establish whether the Securities of a Series
shall be issued in whole or in part in the form of one or more Global Securities, and the Depository for such Global Securities or Securities.


 


(b)
Notwithstanding any provisions to the contrary contained in Section 2.7 and in addition thereto, if, and only (i) at any time the Depository
notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or at any time the Depository
ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depository is not appointed by the
Company within 90 days after the date the Company is so informed in writing or becomes aware of the same or (ii) an Event of Default
has occurred and is continuing and the Registrar has received a request from the Depository, the Company promptly will execute and deliver
to the Trustee definitive Securities, and the Trustee, upon receipt of a Company Request for the authentication and delivery of such
definitive Securities (which the Company will promptly execute and deliver to the Trustee) and an Officer’s Certificate to the
effect that such Global Security shall be so exchangeable, will authenticate and deliver definitive Securities, without charge, registered
in such names and in such authorized denominations as the Depository shall direct in writing (pursuant to instructions from its direct
and indirect participants or otherwise) in an aggregate principal amount equal to the principal amount of the Global Security with like
tenor and terms. Upon the exchange of a Global Security for definitive Securities, such Global Security shall be canceled by the Trustee.
Unless and until it is exchanged in whole or in part for definitive Securities, as provided in this Section 2.15(b), a Global Security
may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of such Depository, by a
nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such a successor Depository.


 


(c)
Any Global Security issued hereunder shall bear a legend in substantially the following form:


 


“This
Security is a Global Security within the meaning of the Indenture hereinafter referred to, and is registered in the name of the Depository
or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository
or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository
to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository
or any such nominee to a successor Depository or a nominee of such a successor Depository.”


 


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


 


(e)
Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal
of, and interest and premium, if any, on, any Global Security shall be made to the Depository or its nominee in its capacity as the Holder
thereof.


 


(f)
Except as provided in Section 2.15(e) above, the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal
amount of outstanding Securities of any Series represented by a Global Security as shall be specified in a written statement of the Depository
(which may be in the form of a participants’ list for such Series) with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture, PROVIDED, that until
the Trustee is so provided with a written statement, it may treat the Depository or any other Person in whose name a Global Security
is registered as the owner of such Global Security for the purpose of receiving payment of the principal of, and any premium and (subject
to Section 2.13) any interest on, such Global Security and for all other purposes whatsoever, and none of the Company, the Trustee or
any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


None of the Trustee
or any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between
or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


None of the Trustee
or any Agent shall have any responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant
in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice (including any notice of optional redemption) or the payment
of any amount, under or with respect to such Securities.

 


2.16.
PERSONS DEEMED OWNERS.


 


Prior
to due presentment of a Security for registration of transfer, the Company, the Trustee, the Registrar and any agent of the Company,
the Registrar or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose
of receiving payment of the principal of, and any premium and (subject to Section 2.13) any interest on, such Security and for all other
purposes whatsoever, and none of the Company, the Trustee, the Registrar or any agent of the Company, the Trustee or the Registrar shall
be affected by notice to the contrary.


 




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ARTICLE
3 –


REDEMPTION


 


3.1.
NOTICES TO TRUSTEE.


 


The
Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities, or may covenant
to redeem and pay the Series of Securities or any part thereof, prior to the Stated Maturity thereof at such time and on such terms as
provided for in such Securities or the related Board Resolution, supplemental indenture or Officer’s Certificate. If a Series of
Securities is redeemable and the Company elects to redeem all or part of such Series of Securities, it shall notify the Trustee of the
Redemption Date and the principal amount of Securities to be redeemed at least 45 days (unless a shorter notice shall be satisfactory
to the Trustee) before the Redemption Date. Any such notice may be canceled at any time prior to notice of such redemption being mailed
to any Holder, and shall thereby be void and of no effect.


 


3.2.
SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.


 


Unless
otherwise indicated for a particular Series of Securities by a Board Resolution, a supplemental indenture or an Officer’s Certificate,
if fewer than all of the Securities of a Series are to be redeemed, the Trustee (subject to the applicable procedures of the Depository)
shall select the Securities of a Series to be redeemed pro rata, by lot or by any other method that the Trustee considers fair and appropriate
(unless the Company specifically directs the Trustee otherwise) subject, in the case of Global Securities, to the applicable rules
and procedures of the Depository, and, if such Securities are listed on any securities exchange, by a method that complies with the
requirements of such exchange.


 


The
Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security
selected for partial redemption, the principal amount thereof to be redeemed. Securities of a Series and portions of them selected
shall be in amounts of no less than $2,000 and whole multiples of $1,000 in excess thereof, or with respect to Securities of any
Series issuable in other denominations pursuant to Section 2.2(10), the minimum principal denomination for each Series and integral
multiples thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities
called for redemption.


 


3.3.
NOTICE OF REDEMPTION.


 


Unless
otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, at
least 30 days, and no more than 60 days, before a Redemption Date, the Company shall deliver electronically or mail, or cause to be mailed
by first-class mail, a notice of redemption to each Holder of Securities to be redeemed at his or her last address as the same appears
on the registry books maintained by the Registrar or otherwise in accordance with the applicable procedures of the Depository.
The notice shall identify the Securities to be redeemed and shall state:


 


(1)
the Redemption Date;


 


(2)
the redemption price (or the manner of calculation if not then known), and that such redemption price shall become due and payable on
the Redemption Date;


 


(3)
if any Security of a Series is being redeemed in part, the portion of the principal amount of such Security of a Series to be redeemed
and that, after the Redemption Date and upon surrender of such Security of a Series, a new Security or Securities in principal amount
equal to the unredeemed portion will be issued;


 


(4)
the name and address of the Paying Agent;


 


(5)
that Securities of a Series called for redemption must be surrendered to the Paying Agent to collect the redemption price, and the place
or places where each such Security is to be surrendered for such payment;


 


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


 


(7)
if fewer than all of the Securities of a Series are to be redeemed, the identification of the particular Securities of a Series (or portion
thereof) to be redeemed, as well as the aggregate principal amount of Securities of a Series to be redeemed and the aggregate principal
amount of Securities of a Series to be outstanding after such partial redemption;


 


(8)
the CUSIP number or ISIN number, if any, printed on the Securities being redeemed;


 


(9)
the conditions precedent to any redemption; and


 




    	11



     


    

 


(10)
that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or
printed on the Securities.


 


At
the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s sole
expense; provided that the Company shall have delivered to the Trustee, at least five Business Days before notice of redemption
is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.3 (unless a shorter notice shall be agreed to by
the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated
in such notice as provided in the preceding paragraph in the form of such notice.


 


3.4.
EFFECT OF NOTICE OF REDEMPTION.


 


Once
the notice of redemption described in Section 3.3 is mailed, Securities of a Series called for redemption become due and payable on the
Redemption Date and at the redemption price, plus interest, if any, accrued to the Redemption Date. Upon surrender to the Trustee or
Paying Agent, such Securities of a Series shall be paid at the redemption price, plus accrued interest, if any, to the Redemption Date;
PROVIDED, that if the Redemption Date is after a regular interest payment record date and on or prior to the next Interest Payment Date,
the accrued interest shall be payable to the Holder of the redeemed Securities registered on the relevant record date, as specified by
the Company in the notice to the Trustee pursuant to Section 3.1.


 


3.5.
DEPOSIT OF REDEMPTION PRICE.


 


On
or prior to the Redemption Date (but no later than 11:00 A.M. Eastern Time on such date), the Company shall deposit with the Paying Agent
money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date other than
Securities or portions thereof called for redemption on that date which have been delivered by the Company to the Trustee for cancellation.


 


On
and after any Redemption Date, if money sufficient to pay the redemption price of, and accrued interest on, Securities called for redemption
shall have been made available in accordance with the preceding paragraph and the Company and the Paying Agent are not prohibited from
paying such moneys to Holders, the Securities called for redemption will cease to accrue interest and the only right of the Holders of
such Securities will be to receive payment of the redemption price of and, subject to the proviso in Section 3.4, accrued and unpaid
interest on such Securities to the Redemption Date. If any Security called for redemption shall not be so paid, interest will be paid,
from the Redemption Date until such redemption payment is made, on the unpaid principal of the Security and any interest or premium,
if any, not paid on such unpaid principal, in each case, at the rate and in the manner provided in the Securities.


 


3.6.
SECURITIES REDEEMED IN PART.


 


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


 


ARTICLE
4 –


COVENANTS


 


4.1.
PAYMENT OF SECURITIES.


 


The
Company shall pay the principal of, and interest and premium, if any, on, each Series of Securities on the dates and in the manner provided
in such Securities and this Indenture.


 


An
installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on that date money in immediately available funds designated for
and sufficient to pay such installment and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture
or otherwise.


 


The
Company shall pay interest on overdue principal, and overdue interest, to the extent lawful, at the rate specified in the Series of Securities.


 




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4.2.
WAIVER OF STAY, EXTENSION OR USURY LAWS.


 


The
Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead (as a defense or otherwise)
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension, usury or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of, and/or interest and premium, if any, on, the Securities as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture;
and the Company hereby expressly waives (to the extent that they may lawfully do so) all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


4.3.
COMPLIANCE CERTIFICATE.


 


(a)
The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate
which complies with TIA Section 314(a)(4) stating that a review of the activities of the Company and its Subsidiaries during such fiscal
year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed
and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture
and that there is no default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default
or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto).


 


(b)
If any Default or Event of Default has occurred and is continuing, within five Business Days after the Company becoming aware of
such occurrence the Company shall deliver to the Trustee an Officer’s Certificate setting forth the details of such Default or
Event of Default and what action the Company is taking or proposes to take with respect thereto.


 


4.4.
CORPORATE EXISTENCE.


 


Subject
to Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence, in accordance with the organizational documents (as the same may be amended from time to time) of the Company and the rights
(charter and statutory), licenses and franchises of the Company; PROVIDED, HOWEVER, that the Company shall not be required to preserve
any such right, license or franchise, or its corporate existence, if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss thereof is not adverse in any material respect to the
Holders.


 


ARTICLE
5 –


SUCCESSOR
CORPORATION


 


5.1.
LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.


 


(a)
The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an
entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving
effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the
surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged
or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the
“Surviving Entity”) shall be an entity organized and existing under the laws of the United States of America, any state
thereof or the District of Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee all
of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest,
if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and
in each case, this Indenture shall remain in full force and effect; and (ii) immediately after giving effect to such transaction or
series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred
in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred
and be continuing.


 


(b)
In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or
cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate
and an Opinion of Counsel, each stating that such consolidation, merger or transfer, and the supplemental indenture in respect
thereto, comply with this Section 5.1, and that all conditions precedent herein provided for relating to such transaction or
transactions have been complied with.


 




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5.2.
SUCCESSOR PERSON SUBSTITUTED.


 


Upon
any consolidation, merger or transfer of all or substantially all of the assets of the Company in accordance with Section 5.1 above,
the successor corporation formed by such consolidation, or into which the Company is merged or to which such transfer is made, shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect
as if such successor corporation had been named as the Company herein, and thereafter (except with respect to any such transfer which
is a lease) the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


ARTICLE
6 –


DEFAULTS
AND REMEDIES


 


6.1.
EVENTS OF DEFAULT.


 


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


 


(1)
there is a default in the payment of any principal of, or premium, if any, on, the Securities when the same becomes due and payable at
Maturity, upon acceleration, redemption or otherwise;


 


(2)
there is a default in the payment of any interest on any Security of a Series when the same becomes due and payable, and the Default
continues for a period of 30 days;


 


(3)
the Company defaults in the observance or performance of any other covenant in the Securities of a Series or in this Indenture for 90
days after written notice from the Trustee or the Holders of not less than 25% in the aggregate principal amount of the Securities of
such Series then outstanding, which notice must specify the Default, demand that it be remedied and state that the notice is a “Notice
of Default”;


 


(4)
the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(A)
commences a voluntary case,


 


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


 


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


 


(D)
makes a general assignment for the benefit of its creditors;


 


(5)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)
is for relief against the Company or any Significant Subsidiary in an involuntary case;


 


(B)
appoints a Custodian of the Company or any Significant Subsidiary, or for all or substantially all of the property of the Company or
any Significant Subsidiary; or


 


(C)
orders the liquidation of the Company or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 90 consecutive
days; or


 


(6)
any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate, in accordance with Section 2.2(19).


 


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


 


The
Trustee may withhold notice of any Default (except in the payment of the principal of, or interest or premium, if any, on, the Securities)
to the Holders of the Securities of any Series in accordance with Section 7.5. When a Default is cured, it ceases to exist.


 




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6.2.
ACCELERATION.


 


If
an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section
6.1(4) or (5)) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate
principal amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that
the entire principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration
are immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such
acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate
principal amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all
existing Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely
because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid,
(iii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses and disbursements of the Trustee and
its agents and counsel have been paid and (iv) the rescission would not conflict with any judgment or decree. No such rescission shall
affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5)
with respect to the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that
Series shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities
of that Series. No such rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent
thereon.


 


6.3.
REMEDIES.


 


If
an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment of the principal of, or interest and premium, if any, on,
the Securities of that Series, or to enforce the performance of any provision of the Securities of that Series or this Indenture.


 


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


 


6.4.
WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.


 


Subject
to Sections 6.2, 6.7 and 8.2, the Holders of a majority in principal amount of the Securities of any Series then outstanding have the
right to waive any existing Default or Event of Default with respect to such Series or compliance with any provision of this Indenture
(with respect to such Series) or the Securities of such Series except (i) a continuing Default or Event of Default in the payment of
premium or interest on, or the principal of, the Securities of such Series or (ii) a Default or Event of Default in respect of a provision
that under Section 8.2 cannot be amended without the consent of each Holder affected thereby. Upon any such waiver, such Default with
respect to such Series shall cease to exist, and any Event of Default with respect to such Series arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereto.


 


6.5.
CONTROL BY MAJORITY.


 


Subject
to Sections 6.2, 6.7 and 8.2, the Holders of a majority in principal amount of the Securities of any Series then outstanding may 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 by this Indenture with respect to such Series. The Trustee, however, may refuse to follow any direction that conflicts
with law or this Indenture, or that the Trustee determines may be unduly prejudicial to the rights of another Securityholder (it being
understood that the Trustee does not have any affirmative duty to ascertain whether any such directions are unduly prejudicial to Securityholders),
or that may involve the Trustee in personal liability; PROVIDED, that the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction. Prior to taking any action as directed under this Section 6.5, the Trustee shall receive
indemnity or security satisfactory to it against the costs, claims, expenses and liabilities which might be incurred by it in compliance
with such request or direction.


 


6.6.
LIMITATION ON SUITS.


 


Subject
to Section 6.7, a Securityholder may not institute any proceeding or pursue any remedy with respect to this Indenture or the Securities
of a Series unless:


 


(1)
the Holder gives to the Trustee written notice of a continuing Event of Default with respect to the Securities of that Series;


 


(2)
the Holders of at least 25% in aggregate principal amount of the Securities of such Series then outstanding make a written request to
the Trustee to pursue the remedy;


 




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(3)
such Holder or Holders offer, and if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense to be incurred in compliance with such request;


 


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


 


(5)
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in aggregate principal amount of the Securities of such Series then outstanding.


 


A
Securityholder may not use this Indenture to prejudice the rights of another Securityholder, or to obtain a preference or priority over
another Securityholder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any such use
prejudices the rights of another Securityholder or obtains priority or preference over another Securityholder).


 


6.7.
RIGHTS OF HOLDERS TO RECEIVE PAYMENT.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security of a Series to receive payment of the principal of, and
interest and premium, if any, on, the Security of such Series on or after the respective due dates expressed in the Security of such
Series, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional, and
shall not be impaired or affected without the consent of the Holder.


 


6.8.
COLLECTION SUIT BY TRUSTEE.


 


If
an Event of Default in payment of principal, interest or premium, if any, specified in Section 6.1(1) or (2) with respect to Securities
of any Series at the time outstanding occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an
express trust against the Company (or any other obligor on the Securities of that Series) for the whole amount of unpaid principal and
premium, if any, and accrued interest remaining unpaid, together with interest on overdue principal and premium, if any, and, to the
extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate then borne by
the Securities of that Series, and such further amounts as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, as set forth in Section 7.7.


 


6.9.
TRUSTEE MAY FILE PROOFS OF CLAIM.


 


The
Trustee is authorized to file such proofs of claim and other papers or documents, and take other actions (including sitting on a committee
of creditors), as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings
relative to the Company (or any other obligor on the Securities), any of their respective creditors or any of their respective property,
and the Trustee shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such
claims, and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not
paid out of the estate in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder
to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by
a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders of
such Series may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or
otherwise.


 


Nothing
herein contained 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 a 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 proceedings.


 


6.10.
PRIORITIES.


 


If
the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money in the following order:


 


FIRST:
to the Trustee (in any capacity) for amounts due under Section 7.7;


 


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


 


THIRD:
to the Company.


 




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The
Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least 15 days before
such record date, the Trustee shall mail to each Securityholder a notice that states the record date, the payment date and amount to
be paid.


 


6.11.
UNDERTAKING FOR COSTS.


 


In
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against
any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than
10% in principal amount of the Securities of a Series then outstanding.


 


ARTICLE
7 –


TRUSTEE


 


7.1.
DUTIES OF TRUSTEE.


 


(a)
If an Event of Default has occurred and is continuing, the Trustee shall exercise 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 Person would exercise or use under the same circumstances
in the conduct of his own affairs.


 


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


 


(1)
The Trustee need perform only those duties that are specifically set forth in this Indenture, and no covenants or obligations shall be
implied in this Indenture against the Trustee.


 


(2)
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture,
but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated
therein).


 


(c)
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that:


 


(1)
This paragraph does not limit the effect of paragraph (b) of this Section 7.1.


 


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


 


(3)
The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Sections 6.2 and 6.5.


 


(d)
No provision of this Indenture shall require the Trustee to expend or risk its own funds, or otherwise incur any financial liability,
in the performance of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity satisfactory to it against such risk or liability is not reasonably assured to it.


 





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


 


(f)
Whether or not therein expressly so provided, paragraphs
(a), (b), (c) and (d) of this Section 7.1 shall govern every provision of this Indenture that in any way relates to the Trustee.


 


(g)
The Trustee and Paying Agent shall not be liable
for interest on any money received by either of them, except as the Trustee and Paying Agent may agree in writing with the Company. Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by the law. The Trustee shall not
be required to give any bond or surety in respect of the performance of its duties or the exercise of its powers hereunder. The permissive
rights or powers of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee.


 


(h)
The Paying Agent, the Registrar and any authenticating
agent shall be entitled to the protections, immunities and standard of care set forth in paragraphs (a), (b), (c), (d) and (f) of this
Section 7.1 and in Section 7.2 with respect to the Trustee.


 




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7.2.
RIGHTS OF TRUSTEE.


 


(a)
Subject to Section 7.1:


 


 (1) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.


 




(2)
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both, which
shall conform to the provisions of Section 11.5. The Trustee shall be protected and shall not be liable for any action it takes or omits
to take in good faith in reliance on such certificate or opinion.


 


(3)
The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed
by it with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or
omission by any Depository.


 


(4)
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its
rights or powers.


 


(5)
The Trustee may consult with counsel of its selection, which may be counsel to the Company, and the advice or opinion of such counsel
as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(6)
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 Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered, and, if requested,
provided to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be
incurred therein or thereby.


 


(7)
The Trustee shall not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default)
unless such fact or matter is known to a Responsible Officer of the Trustee.


 


(8)
Any demand, request, notice or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order, or as otherwise
expressly provided herein, and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.


 


(9)
In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,
labor disputes, epidemics, pandemics, acts of war or terrorism, civil or military disturbances, governmental action, nuclear or natural
catastrophes or acts of God, riots, sabotage, interruptions, loss or malfunctions of utilities, communications or computer (software
and hardware) services, or other unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility.


 


(10)
In no event shall the Trustee be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action.


 


(11)
The Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, or other paper or
document, or inquire as to the performance by the Company of any of its covenants in this Indenture, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it will be entitled to examine the books, records, and premises of the Company, personally or
by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such
inquiry or investigation.


 


(12)
Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or
Officer’s Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents
filed with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that
delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt
of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.3).


 


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

 




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7.3.
INDIVIDUAL RIGHTS OF TRUSTEE.


 


The
Trustee in its individual or any other capacity may become the owner or pledgee of Securities, and may make loans to, accept deposits
from, perform services for or otherwise deal with the Company, or any Affiliate thereof, with the same rights it would have if it were
not Trustee. Any Agent may do the same with like rights. However, in the event that the Trustee acquires any conflicting interest as
defined in the TIA it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture
has been qualified under the TIA) or resign. The Trustee, however, shall be subject to Sections 7.10 and 7.11.


 


7.4.
TRUSTEE’S DISCLAIMER.


 


The
Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities (except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture and authenticate the Securities and perform its obligations hereunder),
and the Trustee shall not be accountable for the Company’s use of the proceeds from the sale of Securities or any money paid to
the Company pursuant to the terms of this Indenture, and the Trustee shall not be responsible for any statement in the Securities other
than its certificates of authentication. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations
evidenced by any Securities. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture.
The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed
or observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture.


 


7.5.
NOTICE OF DEFAULT.


 


If
a Default or an Event of Default occurs and is continuing with respect to the Securities of any Series, and if it is known to a Responsible
Officer of the Trustee, the Trustee shall deliver electronically or mail to each Securityholder of the Securities of that Series notice
of the Default or the Event of Default, as the case may be, within 90 days after it occurs or, if later, after a Responsible Officer
of the Trustee has knowledge of such Default or Event of Default (except if such Default or Event of Default has been validly cured or
waived before the giving of such notice). Except in the case of a Default or an Event of Default in payment of the principal of, or interest
or premium, if any, on, any Security of any Series, the Trustee may withhold the notice if and so long as the Board of Directors of the
Trustee, the executive committee or any trust committee of such board and/or its Responsible Officers in good faith determine(s) that
withholding the notice is in the interests of the Securityholders of that Series. The Trustee will not be deemed to have notice or
be charged with knowledge of any Default or Event of Default unless written notice thereof has been received by a Responsible Officer,
and such notice references the applicable Series of Securities and this Indenture and states on its face that a Default or Event of Default
has occurred.


 


7.6.
REPORTS BY TRUSTEE TO HOLDERS.


 


If
and to the extent required by the TIA, within 60 days after May 15 of each year, commencing the May 15 following the date
of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such April 1 that complies with TIA Section
313(a). The Trustee also shall comply with TIA Sections 313(b) and 313(c).


 


A
copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and any stock exchange on which the Securities
of that Series are listed. The Company shall promptly notify the Trustee when the Securities of any Series are listed on any stock exchange
or any delisting thereof, and the Trustee shall comply with TIA Section 313(d).


 


7.7.
COMPENSATION AND INDEMNITY.


 


The
Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to
time agree in writing. The Trustee’s compensation shall not be limited by any provision of law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements and
expenses incurred or made by it in connection with its duties under this Indenture, including the reasonable compensation, disbursements
and expenses of the Trustee’s agents and counsel.


 


The
Company will indemnify, defend, protect and hold harmless the Trustee and any predecessor Trustee, its officers, directors, employees,
representatives and agents from and against any and all losses, damages, claims, liabilities or expenses (including reasonable and documented
out-of-pocket attorneys’ fees and expenses), including taxes (other than the taxes based upon, measured by or determined by the
income of the Trustee) incurred by it arising out of or in connection with this Indenture, the Securities, the acceptance or administration
of it’s trust or trusts or duties hereunder, including the costs and expenses of enforcing this Indenture against the Company (including
this Section 7.7) and defending itself against any claim (whether asserted by the Company, any Securityholder or any other Person) or
liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss,
liability or expense may be attributable to its gross negligence or willful misconduct as finally adjudicated by a court of competent
jurisdiction. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will
cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel.
The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld.


 


To
secure the payment obligations of the Company in this Section 7.7, the Trustee shall have a lien prior to the Securities of any Series
on all money or property held or collected by the Trustee except such money or property held in trust to pay the principal of, interest
and premium, if any, on particular Securities of that Series. The obligations of the Company under this Section 7.7 will survive the
resignation or removal of the Trustee, the termination for any reason of this Indenture and the satisfaction and discharge of this Indenture.


 




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When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(4) or (5) occurs, the expenses and
the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.


 


For
purposes of this Section 7.7, the term “Trustee” shall include any trustee appointed pursuant to this Article 7.


 


7.8.
REPLACEMENT OF TRUSTEE.


 


The
Trustee may resign with respect to the Securities of one or more Series by so notifying the Company in writing at least 30 days
in advance of such resignation.


 


The
Holders of a majority in principal amount of the outstanding Securities of any Series may remove the Trustee with respect to that Series
by notifying the removed Trustee and the Company in writing and may appoint a successor Trustee with respect to that Series with the
consent of the Company, which consent shall not be unreasonably withheld. The Company may remove the Trustee with respect to that Series
at its election if:


 


(1)
the Trustee fails to comply with, or ceases to be eligible under, Section 7.10;


 


(2)
the Trustee is adjudged a bankrupt or an insolvent, or an order for relief is entered with respect to the Trustee, under any Bankruptcy
Law;


 


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


 


(4)
the Trustee otherwise becomes incapable of acting.


 



If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee, with respect to any Series of Securities for any
reason, the Company shall promptly appoint, by Board Resolution, a successor Trustee.


 


If
a successor Trustee with respect to the Securities of one or more Series does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the outstanding Securities
of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


If
the Trustee with respect to the Securities of one or more Series fails to comply with Section 7.10, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following
such delivery, (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7, transfer all
property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and duties
of the Trustee under this Indenture. A successor Trustee with respect to the Securities of one or more Series shall mail notice of its
succession to each Securityholder of such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s
obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities
incurred by it for actions taken or omitted to be taken in accordance with its rights, powers and duties under this Indenture prior to
such replacement.


 


7.9.
SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.


 


If
the Trustee, or any Agent, consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust
assets to, another corporation, subject to Section 7.10, the successor corporation without any further act shall be the successor
Trustee or Agent, as the case may be without the execution or filing of any paper or any further act on the part of any of the
parties hereto.


 


7.10.
ELIGIBILITY; DISQUALIFICATION.


 


This
Indenture shall always have a Trustee who satisfies the requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The Trustee
(or in the case of a Trustee that is a Person included in a bank holding company system, the related bank holding company) shall have
a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee
shall comply with TIA Section 310(b), including the provision in Section 310(b)(1). If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10, it shall
resign immediately in the manner and with the effect specified in this Article 7.


 




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7.11.
PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.


 


The
Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.


 


7.12.
PAYING AGENTS.


 


The
Company shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section 7.12:


 


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


 


(2)
that it will at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee
all sums so held in trust by it together with a full accounting thereof; and


 


(3)
that it will give the Trustee written notice within three Business Days after any failure of the Company (or by any obligor on the Securities)
in the payment of any installment of the principal of, or interest or premium, if any, on, the Securities when the same shall be due
and payable.


 


ARTICLE
8 –


AMENDMENTS,
SUPPLEMENTS AND WAIVERS


 


8.1.
WITHOUT CONSENT OF HOLDERS.


 


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


 


(1)
to comply with Section 5.1;


 


(2)
to provide for uncertificated Securities in addition to certificated Securities;


 


(3)
to comply with any requirements of the SEC under the TIA;


 


(4)
to cure any ambiguity, defect or inconsistency, or to make any other change herein or in the Securities that does not materially and
adversely affect the rights of any Securityholder as determined by the Company in good faith;


 


(5)
to provide for the issuance of, and establish the form and terms and conditions of, Securities of any Series as permitted by this Indenture;


 


(6)
to add guarantees with respect to the Securities of any Series;


 


(7)
to add covenants for the benefit of the Securityholders or to surrender any right or power conferred upon the Company;


 


(8)
to conform the provisions of this Indenture to the description of the Securities contained in the prospectus or other offering document
pursuant to which the Securities of one or more Series were sold, as evidenced by an Officer’s Certificate stating that such text
constitutes an unintended conflict with the description of the corresponding provision in the offering document;


 


(9)
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
Series, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee.


 


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


 




    	21



     


    

 


8.2.
WITH CONSENT OF HOLDERS.


 


(a)
The Company and the Trustee may amend, restate or supplement this Indenture or the Securities of one or more Series with the written
consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of such Series affected
by such amendment, restatement or supplement without notice to any Securityholder. The Holders of not less than a majority in aggregate
principal amount of the outstanding Securities of each such Series affected by such amendment, restatement or supplement may waive compliance
by the Company in a particular instance with any provision of this Indenture or the Securities of such Series without notice to any Securityholder.
Subject to Section 8.4, without the consent of each Securityholder affected, however, an amendment, supplement or waiver may not:


 


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


 


(2)
reduce the rate of, or change the time for payment of, interest on any Security;


 


(3)
reduce the principal, or change the Stated Maturity, of any Security, or reduce the amount of, or postpone the date fixed for, the payment
of any sinking fund or analogous obligation;


 


(4)
make any Security payable in a currency other than that stated in the Security;


 


(5)
change the amount or time of any payment required by the Securities, or reduce the premium payable upon any redemption of the Securities,
or change the time before which no such redemption may be made;


 


(6)
waive a Default or Event of Default in the payment of the principal of, or interest or premium, if any, on, any Security (except a rescission
of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities
of such Series and a waiver of the payment default that resulted from such acceleration);


 


(7)
waive a redemption payment with respect to any Security, or change any of the provisions with respect to the redemption of any Securities;


 


(8)
make any changes in Section 6.6 or this Section 8.2, except to increase any percentage of Securities the Holders of which must consent
to any matter;


 


(9)
make any changes to modify the ranking of the Securities that would adversely affect the Holders;


 


(10)
impair the right of any Holder to institute suit
for the enforcement of any payment of principal of and interest on such Holder’s Securities on or after the due dates therefor;
or


 


(11)
take any other action otherwise prohibited by this
Indenture to be taken without the consent of each Holder affected thereby.


 


(b)
Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Securityholders as aforesaid
and of the documents described in Section 8.6, 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, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.


 


(c)
It shall not be necessary for the consent of the Holders under this section to approve the particular form of any proposed amendment,
restatement, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.


 


After
an amendment, restatement or supplement under this Section becomes effective, the Company shall mail to Securityholders (with a copy
to the Trustee) a notice briefly describing the amendment, restatement or supplement. Any failure of the Company to mail any such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture.


 


8.3.
COMPLIANCE WITH TRUST INDENTURE ACT.


 


Every
amendment to, or supplement of, this Indenture or the Securities shall comply with the TIA as then in effect.


 


8.4.
REVOCATION AND EFFECT OF CONSENTS.


 


Until
an amendment, restatement, supplement, waiver or other action becomes effective, a consent to it by a Holder of a Security is a continuing
consent conclusive and binding upon such Holder and every subsequent Holder of the same Security or portion thereof, and of any Security
issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such
Security. Any such Holder or subsequent Holder, however, may revoke the consent as to his Security or portion of a Security, if the Trustee
receives the notice of revocation before the date the amendment, restatement, supplement, waiver or other action becomes effective.


 


The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment,
restatement, supplement or waiver, which record date shall be at least 30 days prior to the first solicitation of such consent. If a
record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only such Persons, shall be entitled to consent to such amendment, restatement, supplement or waiver, or to
revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.


 




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After
an amendment, restatement, supplement, waiver or other action becomes effective, it shall bind every Securityholder, unless it makes
a change described in any of clauses (1) through (11) of Section 8.2. In that case, the amendment, restatement, supplement, waiver
or other action shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of
a Security that evidences the same debt as the consenting Holder’s Security; PROVIDED, that any such waiver shall not impair or
affect the right of any Holder to receive payment of the principal of, and interest and premium, if any, on, a Security, on or after
the respective due dates expressed in such Security, or to bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.


 


8.5.
NOTATION ON OR EXCHANGE OF SECURITIES.


 


If
an amendment, restatement, supplement or waiver changes the terms of a Security of any Series, the Trustee may request the Holder of
such Security to deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on such Security about the
changed terms and return it to the Holder. Alternatively, the Company, in exchange for such Security, may issue, and the Trustee shall
authenticate, a new security that reflects the changed terms. Failure to make the appropriate notation or issue a new Security shall
not affect the validity and effect of such amendment, restatement, supplement or waiver.


 


8.6.
TRUSTEE TO SIGN AMENDMENTS, ETC.


 


The
Trustee shall sign any amendment, restatement, supplement or waiver authorized pursuant to this Article 8 if the amendment, restatement,
supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee
may, but need not, sign it. In signing or refusing to sign such amendment, restatement, supplement or waiver, the Trustee shall
be entitled to receive and, subject to Section 7.1, shall be fully protected in relying upon an Officer’s Certificate and an Opinion
of Counsel stating that such amendment, restatement, supplement or waiver is authorized or permitted by this Indenture.


 


ARTICLE
9 –


DISCHARGE
OF INDENTURE; DEFEASANCE


 


9.1.
LEGAL DEFEASANCE.


 


The
Company may at its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the
date upon which the conditions set forth in Section 9.2 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Securities
of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.5, execute instruments reasonably requested
by the Company acknowledging the same, as are delivered to it by the Company), except for the following, which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from
the trust funds described in Section 9.3 and as more fully set forth in such section, payments in respect of the principal of, and interest
and premium, if any, on, the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to
the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of
the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject
to compliance with this Article 9, the Company may exercise its option under this Section 9.1 with respect to the Securities of any Series
notwithstanding the prior exercise of its option under Section 9.2 below with respect to the Securities of such Series.


 


9.2.
COVENANT DEFEASANCE.


 


At
the option of the Company, pursuant to a Board Resolution, the Company shall be released from its obligations with respect to the outstanding
Securities of any Series under Sections 4.2 through 4.4, inclusive, and Section 5.1, with respect to the outstanding Securities of such
Series, on and after the date the conditions set forth in Section 9.3 are satisfied (hereinafter, “Covenant Defeasance”).
For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified section or portion thereof, whether directly or indirectly by reason of
any reference elsewhere herein to any such specified Section or portion thereof or by reason of any reference in any such specified section
or portion thereof to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of
any Series shall be unaffected thereby.


 




    	23



     


    

 


9.3.
CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.


 


The
following shall be the conditions to application of Section 9.1 or Section 9.2 to the outstanding Securities of a Series:


 


(1)
the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of
making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities,
(A) money in an amount, or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an
amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or
investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied
by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest and premium, if any, on, the
outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium, if any, or on dates for payment
and redemption of such principal, interest and premium, if any, selected in accordance with the terms of this Indenture and of the Securities
of such Series;


 


(2)
no Event of Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit;


 


(3)
such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound;


 


(4)
in the case of an election under Section 9.1, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i)
the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that or (ii) there
has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of
the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax
purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner,
including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(5)
in the case of an election under Section 9.2, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a
result of such Covenant Defeasance, and will be subject to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;


 


(6)
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.1 or the Covenant Defeasance under Section
9.2 (as the case may be) have been complied with;


 


(7)
the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit under clause (1) was not made
by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and


 


(8)
the Company shall have paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts
then due to the Trustee pursuant to Section 7.7.


 


9.4.
DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.


 


All
money, U.S. Government Obligations and Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 9.3 in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in respect of principal, accrued interest and premium, if any,
but such money need not be segregated from other funds except to the extent required by law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations and Foreign Government Obligations deposited pursuant to Section 9.3 or the principal, interest and premium, if any,
received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Securities.


 


Anything
in this Article 9 to the contrary notwithstanding, but subject to payment of any of its outstanding fees and expenses, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money, U.S. Government Obligations or Foreign Government Obligations
held by the Trustee as provided in Section 9.3 which, in the opinion of a nationally-recognized firm of independent public accountants
expressed or investment bank in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 




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9.5.
REINSTATEMENT.


 


If
the Trustee or Paying Agent is unable to apply any money, U.S. Government Obligations or Foreign Government Obligations in accordance
with Section 9.1, 9.2 or 9.3 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and
the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 9 until such time as the Trustee
or Paying Agent is permitted to apply all such money, U.S. Government Obligations or Foreign Government Obligations, as the case may
be, in accordance with Section 9.1, 9.2 or 9.3; PROVIDED, HOWEVER, that if the Company has made any payment of principal of, or
accrued interest or premium, if any, on, any Securities because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the money, U.S. Government Obligations or Foreign Government
Obligations held by the Trustee or Paying Agent.


 


9.6.
MONEYS HELD BY TRUSTEE.


 


Any
moneys deposited with the Trustee or any Paying Agent or then held by the Company in trust for the payment of the principal of, or interest
or premium, if any, on, any Security that are not applied but remain unclaimed by the Holder of such Security for two years after the
date upon which the principal of, or interest or premium, if any, on, such Security shall have respectively become due and payable shall
be repaid to the Company upon Company Request, or if such moneys are then held by the Company in trust, such moneys shall be released
from such trust; and the Holder of such Security entitled to receive such payment shall thereafter, as an unsecured general creditor,
look only to the Company for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money
shall thereupon cease. After payment to the Company or the release of any money held in trust by the Company, Securityholders entitled
to the money must look only to the Company for payment as general creditors, unless applicable abandoned property law designates another
Person.


 


ARTICLE
10


SATISFACTION
AND DISCHARGE


 


10.1.
SATISFACTION AND DISCHARGE.


 


This
Indenture will be discharged and will cease to be of further effect as to a Series of Securities issued hereunder, when:


 


(a)
either:


 


(1)
all such Securities that have been authenticated, except lost, stolen or destroyed Securities that have been replaced or paid and Securities
for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee
for cancellation; or


 


(2)
all such Securities that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending
of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Securities, cash in U.S. dollars,
U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment
of interest, in the written opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants
delivered to the Trustee (which opinion need only be given if U.S. Government Obligations have been so deposited), to pay and discharge
the entire indebtedness on the Securities not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest
to the date of maturity or redemption;


 


(b)
no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute
a default under, any other material instrument to which the Company is a party or by which the Company is bound;


 


(c)
the Company has paid or caused to be paid all sums payable by it under this Indenture; and


 


(d)
the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the Securities at maturity or on the redemption date, as the case may be.


 


In
addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied.


 




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Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a)
of this Section 10.1, the provisions of Section 10.2 hereof will survive. In addition, nothing in this Section 10.1 will be deemed
to discharge those provisions of Section 7.7 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.
After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all
other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each
stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge
in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.1 and
the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).


 


10.2.
APPLICATION OF TRUST MONEY.


 


All
money deposited with the Trustee pursuant to Section 10.1 hereof shall be held in trust and applied by it, in accordance with the provisions
of the Securities with respect to which such deposit was made and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.


 


The
Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 10.1 hereof or the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the outstanding Securities of the applicable Series.


 


If
the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 10.1 hereof by reason
of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture and the applicable Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.1 hereof; provided that if the Company has made any payment
of principal of, premium, if any, or interest on, any Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held
by the Trustee or Paying Agent.


 


ARTICLE
11 –


MISCELLANEOUS


 


11.1.
TRUST INDENTURE ACT CONTROLS.


 


If
any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture
by the TIA, the required TIA provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA
which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded,
as the case may be.


 


11.2.
NOTICES.


 


Any
notice or communication shall be given in writing and delivered in Person, sent by facsimile (and receipt confirmed by telephone or electronic
transmission report), sent by electronic transmission, delivered by commercial courier service or mailed by first-class mail, postage
prepaid, addressed as follows:


 


If
to the Company:


 


The
Arena Group Holdings, Inc.


 


200
Vesey Street, 24th Floor New York, New York 10281


Attention:
General Counsel


Email:
Legal@thearenagroup.net


 


Copy
to:


 


Fenwick
& West LLP


 


902
Broadway, Ste. 14


New
York, NY 10010


Fax:
(650) 938-5200


Attention:
Aman D. Singh


Email:
ASingh@Fenwick.com


 




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If
to the Trustee:


 


U.S. Bank Trust Company, National
Association


 


Global Corporate Trust


633 West 5th Street, 24th Floor


Los Angeles, CA 90071


Attn: F. Hall (Arena Group Holdings,
Inc.)

 


The
Company or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications.
Any notice or communication to the Company or the Trustee shall be deemed to have been given or made as of the date so delivered if personally
delivered; when receipt is confirmed by telephone or electronic transmission report, if sent by facsimile; when receipt is acknowledged,
if sent by electronic transmission and three Business Days after mailing if sent by registered or certified mail, postage prepaid (except
that a notice of change of address shall not be deemed to have been given until actually received by the addressee).


 


Any
notice or communication mailed to a Securityholder shall be mailed to such Securityholder by first-class mail, postage prepaid, at such
Securityholder’s address shown on the register kept by the Registrar.


 


Failure
to mail, or any defect in, a notice or communication to a Securityholder shall not affect its sufficiency with respect to other Securityholders.
If a notice or communication to a Securityholder is mailed in the manner provided above, it shall be deemed duly given, three Business
Days after such mailing, whether or not the addressee receives it.


 


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

 


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


 


In
the case of Global Securities, notices or communications to be given to Securityholders shall be given to the Depository, in accordance
with its applicable policies as in effect from time to time.


 


In
addition to the manner provided for in the foregoing provisions, notices or communications to Securityholders may be given by the Company
by release made to Reuters Economic Services and Bloomberg Business News.


 


11.3.
COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.


 


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


 


11.4.
CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.


 


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


 


(1)
an Officer’s Certificate (which shall include the statements set forth in Section 11.5 below) stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(2)
an Opinion of Counsel (which shall include the statements set forth in Section 11.5 below) stating that, in the opinion of such counsel,
all such conditions precedent have been complied with.


 


11.5.
STATEMENT REQUIRED IN CERTIFICATE AND OPINION.


 


Each
certificate and opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to
Section 4.3) 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, it or he has made such examination or investigation as is necessary to enable it or
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 covenant or condition has been complied with.


 




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11.6.
RULES BY HOLDERS AND AGENTS.


 


Holders
may make reasonable rules for action by or at meetings of Securityholders. The Registrar and Paying Agent may make reasonable rules
for their functions.


 


11.7.
BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.


 


A
“Business Day” is a day that is not a Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday, a federally-recognized
holiday or a day on which banking institutions are not authorized or required by law, regulation or executive order to be open in the
State of New York or the place of payment on the Securities.


 


If
a payment date is a Legal Holiday at a Place of Payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. “Place of Payment” means the place or places where the
principal of, and interest and premium, if any, on, the Securities of a Series are payable as specified as contemplated by Section 2.2.
If the regular record date is a Legal Holiday, the record date shall not be affected.


 


11.8.
GOVERNING LAW.


 


THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


The
Company irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction
of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, The City
of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding that may
be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. The Company
irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought
in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been
brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such
suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and waives, to the fullest extent
permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments
validly obtained in any such court in New York on the basis of such suit, action or proceeding.


 


11.9.
NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.


 


This
Indenture may not be used to interpret another indenture, loan, security or debt agreement of the Company or any Subsidiary thereof.
No such indenture, loan, security or debt agreement may be used to interpret this Indenture.


 


11.10.
NO RECOURSE AGAINST OTHERS.


 


A
director, officer, employee, stockholder or incorporator, as such, of the Company shall not have any liability for any obligations of
the Company under the Securities or the Indenture. Each Securityholder by accepting a Security waives and releases all such liability.
Such waiver and release are part of the consideration for the issuance of the Securities.


 


11.11.
SUCCESSORS.


 


All
covenants and agreements of the Company in this Indenture and the Securities shall bind the Company’s successors and assigns, whether
so expressed or not. All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind their respective
successors and assigns.


 


11.12.
MULTIPLE COUNTERPARTS.


 


The
parties may sign multiple counterparts (which may include counterparts delivered by any standard form of telecommunication) of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement. Counterparts may
be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform
Electronic Transactions Act, the Electronics Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission
method and any counterparty so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
The Company agrees to assume all risks arising out of the use of digital signatures, including without limitation the risk of
the Trustee acting on unauthorized instructions.


 




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11.13.
TABLE OF CONTENTS, HEADINGS, ETC.


 


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


 


11.14.
SEVERABILITY.


 


Each
provision of this Indenture shall be considered separable, and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any
party hereto.


 


11.15.
SECURITIES IN A FOREIGN CURRENCY OR IN EUROS.


 


Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section
2.2 with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at
the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other
than Dollars (including Euros), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the
purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such
time. For purposes of this Section 11.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City
for cable transfers of that currency as published by the Federal Reserve Bank of New York; PROVIDED, HOWEVER, in the case of Euros, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published
in the Official Journal of the European Union (such publication or any successor publication, the “Journal”). If such Market
Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion, such
quotation of the Federal Reserve Bank of New York or, in the case of Euros, the rate of exchange as published in the Journal, as of the
most recent available date, or quotations or, in the case of Euros, rates of exchange from one or more major banks in New York City or
in the country of issue of the currency in question or, in the case of Euros, in Luxembourg or such other quotations or, in the case
of Euros, rates of exchange as the Company shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent
principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.


 


All
decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in
the preceding paragraph shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Trustee and all Holders.


 


11.16.
JUDGMENT CURRENCY.


 


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


 


11.17. U.S.A. PATRIOT Act.


 


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

 


[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]


 




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


 


	 	THE
    ARENA GROUP HOLDINGS, INC.
	 	 	 
	 	By:
     	 
	 	Name:	             
	 	Title:	   


 


	 	U.S.
                                            BANK TRUST COMPANY, NATIONAL ASSOCIATION

	 	 	                 
	 	By: 
    	 
	 	Name:	     
	 	Title:	   


 


	 	By:	 
	 	Name:	   
	 	Title:	   


 




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