EXHIBIT
4.3


 


FORM
OF SENIOR OR SUBORDINATED INDENTURE


 


 


[FORM
OF SENIOR OR SUBORDINATED INDENTURE]



 



CEMTREX,
INC.


 


TO


 


[SENIOR/SUBORDINATED]
INDENTURE





DATED
AS OF


 




    	 	 	 



    	 



    




 





	 	 	Page
	ARTICLE ONE	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 1.01.	Definitions	1
	 	 	 
	Section 1.02.	Compliance Certificates and Opinions	8
	 	 	 
	Section 1.03.	Form of Documents Delivered to Trustee	9
	 	 	 
	Section 1.04.	Acts of Holders; Record Dates	9
	 	 	 
	Section 1.05.	Notices, Etc., to Trustee and Company	10
	 	 	 
	Section 1.06.	Notice to Holders; Waiver	11
	 	 	 
	Section 1.07.	Conflict With Trust Indenture Act	11
	 	 	 
	Section 1.08.	Effect of Headings and Table of Contents	11
	 	 	 
	Section 1.09.	Successors and Assigns	11
	 	 	 
	Section 1.10.	Separability Clause	11
	 	 	 
	Section 1.11.	Benefits of Indenture	11
	 	 	 
	Section 1.12.	Governing Law	12
	 	 	 
	Section 1.13.	Legal Holidays	12
	 	 	 
	Section 1.14.	Waiver of Jury Trial	12
	 	 	 
	Section 1.15.	Force Majeure	12
	 	 	 
	Section 1.16.	Usa Patriot Act	12
	 	 	 
	ARTICLE TWO	SECURITY FORMS	12
	 	 	 
	Section 2.01.	Forms Generally	12
	 	 	 
	Section 2.02.	Form of Face of Security	13
	 	 	 
	Section 2.03.	Form of Reverse of Security	14
	 	 	 
	Section 2.04.	Form of Legend for Global Securities	17
	 	 	 
	Section 2.05.	Form of Trustee’s Certificate of Authentication	17
	 	 	 
	ARTICLE THREE	THE SECURITIES	17
	 	 	 
	Section 3.01.	Amount Unlimited; Issuable in Series	17
	 	 	 
	Section 3.02.	Denominations	19
	 	 	 
	Section 3.03.	Execution, Authentication, Delivery and Dating	19
	 	 	 
	Section 3.04.	Temporary Securities	20
	 	 	 
	Section 3.05.	Registration, Registration of Transfer and Exchange	21
	 	 	 
	Section 3.06.	Mutilated, Destroyed, Lost and Stolen Securities	22
	 	 	 
	Section 3.07.	Payment of Interest; Interest Rights Preserved	23
	 	 	 
	Section 3.08.	Persons Deemed Owners	23
	 	 	 
	Section 3.09.	Cancellation	24
	 	 	 
	Section 3.10.	Computation of Interest	24
	 	 	 
	ARTICLE FOUR	SATISFACTION AND DISCHARGE	24
	 	 	 
	Section 4.01.	Satisfaction and Discharge of Indenture	24
	 	 	 
	Section 4.02.	Application of Trust Money	25
	 	 	 
	Article five	Remedies	25
	 	 	 
	Section 5.01.	Events of Default	25
	 	 	 
	Section 5.02.	Acceleration of Maturity; Rescission and Annulment	26
	 	 	 
	Section 5.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	27
	 	 	 
	Section 5.04.	Trustee May File Proofs of Claim	27
	 	 	 
	Section 5.05.	Trustee May Enforce Claims Without Possession of Securities	27
	 	 	 
	Section 5.06.	Application of Money Collected	28
	 	 	 
	Section 5.07.	Limitation on Suits	28
	 	 	 
	Section 5.08.	Unconditional Right of Holders to Receive Principal, Premium and Interest	28







 




    	 	 	 



    	 



    

 


Table of Contents


(continued)







 





	 	 	Page
	Section 5.09.	Restoration of Rights and Remedies	29
	 	 	 
	Section 5.10.	Rights and Remedies Cumulative	29
	 	 	 
	Section 5.11.	Delay or Omission Not Waiver	29
	 	 	 
	Section 5.12.	Control by Holders	29
	 	 	 
	Section 5.13.	. Waiver of Past Defaults	29
	 	 	 
	Section 5.14.	Undertaking For Costs	30
	 	 	 
	Section 5.15.	Waiver of Usury, Stay or Extension Laws	30
	 	 	 
	ARTICLE SIX	THE TRUSTEE	30
	 	 	 
	Section 6.01.	Certain Duties and Responsibilities	30
	 	 	 
	Section 6.02.	Notice of Defaults	30
	 	 	 
	Section 6.03.	Certain Rights of Trustee	30
	 	 	 
	Section 6.04.	Not Responsible For Recitals or Issuance of Securities	31
	 	 	 
	Section 6.05.	May Hold Securities	32
	 	 	 
	Section 6.06.	Money Held In Trust	32
	 	 	 
	Section 6.07.	Compensation and Reimbursement	32
	 	 	 
	Section 6.08.	Conflicting Interests	32
	 	 	 
	Section 6.09.	Corporate Trustee Required; Eligibility	32
	 	 	 
	Section 6.10.	Resignation and Removal; Appointment of Successor	33
	 	 	 
	Section 6.11.	Acceptance of Appointment by Successor	34
	 	 	 
	Section 6.12.	Merger, Conversion, Consolidation or Succession to Business	35
	 	 	 
	Section 6.13.	Preferential Collection of Claims Against Company	35
	 	 	 
	Section 6.14.	. Appointment of Authenticating Agent	35
	 	 	 
	ARTICLE SEVEN	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	36
	 	 	 
	Section 7.01.	Company to Furnish Trustee Names and Addresses of Holders	36
	 	 	 
	Section 7.02.	Preservation of Information; Communications to Holders	36
	 	 	 
	Section 7.03.	Reports by Trustee	37
	 	 	 
	Section 7.04.	Reports by Company	37
	 	 	 
	ARTICLE EIGHT	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	37
	 	 	 
	Section 8.01.	Company May Consolidate, Etc., Only On Certain Terms	37
	 	 	 
	Section 8.02.	Successor Substituted	38
	 	 	 
	ARTICLE NINE	SUPPLEMENTAL INDENTURES	38
	 	 	 
	Section 9.02.	Supplemental Indentures With Consent of Holders	39
	 	 	 
	Section 9.03.	Execution of Supplemental Indentures	40
	 	 	 
	Section 9.04.	Effect of Supplemental Indentures	40
	 	 	 
	Section 9.05.	Conformity With Trust Indenture Act	40
	 	 	 
	Section 9.06.	Reference In Securities to Supplemental Indentures	40
	 	 	 
	ARTICLE TEN	COVENANTS	40
	 	 	 
	Section 10.01.	Payment of Principal, Premium and Interest	40
	 	 	 
	Section 10.02.	Maintenance of office or Agency	40
	 	 	 
	Section 10.03.	Money For Securities Payments to Be Held In Trust	41
	 	 	 
	Section 10.04.	Statement by officers As to Default	41
	 	 	 
	Section 10.05.	Existence	42
	 	 	 
	Section 10.06.	Maintenance of Properties	42
	 	 	 
	Section 10.07.	Payment of Taxes and Other Claims	42




 




    	 	ii	 



    	 



    

 


Table of Contents


(continued)


 





	 	 	Page
	Section
    10.08.	Maintenance
    of Insurance	42
	 	 	 
	Section
    10.09.	Waiver
    of Certain Covenants	42
	 	 	 
	ARTICLE
    ELEVEN	OPTIONAL
    REDEMPTION OF SECURITIES	43
	 	 	 
	Section
    11.01.	Applicability
    of Article	43
	 	 	 
	Section
    11.02.	Election
    to Redeem; Notice to Trustee	43
	 	 	 
	Section
    11.03.	Selection
    by Trustee of Securities to Be Redeemed	43
	 	 	 
	Section
    11.04.	Notice
    of Redemption	44
	 	 	 
	Section
    11.05.	Deposit
    of Redemption Price	44
	 	 	 
	Section
    11.06.	Securities
    Payable on Redemption Date	44
	 	 	 
	Section
    11.07.	Securities
    Redeemed in Part	45
	 	 	 
	ARTICLE
    TWELVE	SINKING
    FUNDS	45
	 	 	 
	Section
    12.01.	Applicability
    of Article	45
	 	 	 
	Section
    12.02.	Satisfaction
    of Sinking Fund Payments with Securities	45
	 	 	 
	Section
    12.03.	Redemption
    of Securities for Sinking Fund	45
	 	 	 
	ARTICLE
    THIRTEEN	DEFEASANCE
    AND COVENANT DEFEASANCE	46
	 	 	 
	Section
    13.01.	Company’s
    Option to Effect Defeasance or Covenant Defeasance	46
	 	 	 
	Section
    13.02.	Defeasance
    and Discharge	46
	 	 	 
	Section
    13.03.	Covenant
    Defeasance	46
	 	 	 
	Section
    13.04.	Conditions
    to Defeasance or Covenant Defeasance	47
	 	 	 
	Section
    13.05.	Deposited
    Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	48
	 	 	 
	Section
    13.06.	Reinstatement	48
	 	 	 
	ARTICLE
    FOURTEEN	SUBORDINATION
    OF SECURITIES	49
	 	 	 
	Section
    14.01.	Securities
    Subordinate to Senior Debt	49
	 	 	 
	Section
    14.02.	Payment
    Over of Proceeds Upon Dissolution, Etc	49
	 	 	 
	Section
    14.03.	No
    Payment When Senior Debt in Default	50
	 	 	 
	Section
    14.04.	Payment
    Permitted If No Default	51
	 	 	 
	Section
    14.05.	Subrogation
    to Rights of Holders of Senior Debt	51
	 	 	 
	Section
    14.06.	Provisions
    Solely to Define Relative Rights	51
	 	 	 
	Section
    14.07.	Trustee
    to Effectuate Subordination	51
	 	 	 
	Section
    14.08.	No
    Waiver of Subordination Provisions	51
	 	 	 
	Section
    14.09.	Notice
    to Trustee	52
	 	 	 
	Section
    14.10.	Reliance
    on Judicial Order or Certificate of Liquidating Agent	52
	 	 	 
	Section
    14.11.	Trustee
    Not Fiduciary for Holders of Senior Debt	53
	 	 	 
	Section
    14.12.	Rights
    of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	53
	 	 	 
	Section
    14.13.	Article
    Applicable to Paying Agents	53
	 	 	 
	Section
    14.14.	Defeasance
    of this Article Fourteen	53


 








    	 	iii	 



    	 



    

 


Certain
Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:


 


	Trust
    Indenture Act Section	Indenture
    Section
	ss.310(a)(1)	6.09
	(a)(2)	6.09
	(a)(3)	Not
    Applicable
	(a)(4)	Not
    Applicable
	(b)	6.08
	ss.311(a)	6.13
	(b)	6.13
	ss.312(a)	7.01
	(b)	7.02
	(c)	7.02
	ss.313(a)	7.03
	(b)	7.03
	(c)	7.03
	(d)	7.03
	ss.314(a)	7.04
	(a)(4)	1.01
	(b)	Not
    Applicable
	(c)(1)	1.02
	(c)(2)	1.02
	(c)(3)	Not
    Applicable
	(d)	Not
    Applicable
	(e)	1.02
	ss.315(a)	6.01
	(b)	6.02
	(c)	6.01
	(d)	6.01
	(e)	5.14
	ss.316(a)	1.01
	(a)(1)(A)	5.02
	(a)(1)(B)	5.13
	(a)(2)	Not
    Applicable
	(b)	5.08
	(c)	1.04
	ss.317(a)(1)	5.03
	(a)(2)	5.04
	(b)	10.03
	ss.318(a)	1.07


 


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



 




    	 	 	 



    	 



    




 


[SENIOR/SUBORDINATED]
INDENTURE, ss.310(a)(1) dated as of                                ,        between Cemtrex, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”), having its principal office at 19 Engineers Lane, Farmingdale,
NY 11735, and [             ], a national banking association duly organized and existing under the laws of the United States of America as
Trustee (herein called 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 notes
or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series
as in this Indenture provided.


 


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


 


NOW,
THEREFORE, 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 or of series thereof, as follows:


 


ARTICLE
One


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.01. Definitions.


 


For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(a)
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(b)
all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;


 


(c)
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the Issue Date;


 


(d)
unless otherwise specifically set forth herein, all calculations or determinations of a Person shall be performed or made on a
consolidated basis in accordance with generally accepted accounting principles;


 


(e)
unless the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture; and


 


(f)
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.


 


Certain
terms, used principally in Article 14, are defined in that Article.


 


“Act”,
when used with respect to any Holder, has the meaning specified in Section 1.04.


 




    	 	 	 



    	 



    

 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used
with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


“Bankruptcy
Code” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or
state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any
amendment to, succession to or change in any such law.


 


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


 


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


 


“Business
Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order
to close.


 


“Capital
Lease Obligation” means, at any time any determination thereof is to be made, the amount of the liability in respect
of a capital lease that would at such time be required to be capitalized on the balance sheet in accordance with GAAP.


 


“Capital
Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of any association or business entity,
any and all shares, interests, participations, rights or other equivalents (however designated) or capital stock and (iii) in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, such partnership.


 


“Cash
Equivalents” means (i) United States dollars, (ii) securities issued or directly and fully guaranteed or insured
by the United States government or any agency or instrumentality thereof having maturities of less than six months from the date
of acquisition, (iii) certificates of deposit and eurodollar time deposits with maturities of less than one year from the date
of acquisition, bankers’ acceptances with maturities of less than one year and overnight bank deposits, in each case with
any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $ million
and a [Rating of or better], (iv) repurchase obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) entered into with any financial institution meeting the qualifications specified
in clause (iii) above, (v) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or
Standard & Poor’s Ratings Group, and in each case maturing within twelve months after the date of acquisition, and (vi)
money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i)-(v) of
this definition.


 


“Change
of Control” means the occurrence of any of the following:


 


(i)
the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of
related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole
to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act);


 




    	 	2	 



    	 		 



    

 


(ii)
the adoption of a plan relating to the liquidation or dissolution of the Company;


 


(iii)
the acquisition, directly or indirectly, by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act)
of 50% or more of the voting power of the voting stock of the Company by way of merger or consolidation or otherwise; or


 


(iv)
the Continuing Directors cease for any reason to constitute a majority of the directors of the Company then in office.


 


For
purposes of this definition, any transfer of an Equity Interest of an entity that was formed for the purpose of acquiring voting
stock of the Company shall be deemed to be a transfer of such portion of such voting stock as corresponds to the portion of the
equity of such entity that has been so transferred.


 


“Commission”
means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties at such time.


 


“Common
Stock” of any Person means Capital Stock of such Person that does not rank prior, as to the payment of dividends
or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to
shares of Capital Stock of any other class of such Person.


 


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


 


“Continuing
Directors” means, as of any date of determination, any member of the Board of Directors who (i) was a member of
such Board of Directors on the Issue Date, or (ii) was nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.


 


“Company
Request” or “Company Order” means a written request or order signed in the name of the
Company by its Chairman of the Board, its Chief Executive Officer, its Chief Operating Officer, its Chief Financial Officer, its
President, and, without duplication, by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.


 


“Corporate
Trust Office” means the principal office of the Trustee, located at 150 E. 42nd St., 40th Fl., New York, NY 10017,
Attn: Corporate, Municipal and Escrow Solutions, at which at any particular time its corporate trust business shall be administered.


 


“Corporation”
means a corporation, association, company, joint-stock company or business trust.


 


“Covenant
Defeasance” has the meaning specified in Section 13.03.


 


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


 


“Defaulted
Interest” has the meaning specified in Section 3.07.


 


“Defeasance”
has the meaning specified in Section 13.02.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section
3.01.


 




    	 	3	 



    	 		 



    

 


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than upon a Change of Control of the
Company in circumstances where the holders of the Securities would have similar rights), in whole or in part on or prior to one
year after the Stated Maturity of the Securities.


 


“Equity
Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (including any
Indebtedness or Disqualified Stock that is convertible into, or exchangeable for, Capital Stock).


 


“Event
of Default” has the meaning specified in Section 5.01.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time
to time.


 


“Expiration
Date” has the meaning specified in Section 1.04.


 


“GAAP”
means generally accepted accounting principles in the United States.


 


“Global
Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth
in Section 2.04 (or such legend as may be specified as contemplated by Section 3.01 for such Securities).


 


“Guarantee”
means a guarantee (other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit and
or reimbursement agreements in respect thereof), of all or any part of any Indebtedness.


 


“Hedging
Obligations” means, with respect to any Person, the Obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements, and (ii) other agreements or arrangements designed to protect
such Person against fluctuations in interest rates.


 


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


 


“Immediate
Family Member” means, with respect to any individual, such individual’s spouse (past or current), descendants
(natural or adoptive, of the whole or half blood) of the parents of such individual, such individual’s grandparents and
parents (natural or adoptive), and the grandparents, parents and descendants of parents (natural or adoptive, of the whole or
half blood) of such individual’s spouse (past or current).


 


“Incur”
means, with respect to any obligation of any Person, to create, issue, incur, assume or directly or indirectly guarantee or in
any other manner become directly or indirectly liable for any Indebtedness (and “incurrence” , “incurred”
, “incurable” and “incurring” shall have meanings correlative to the foregoing).


 


“Indebtedness”
means, with respect to any Person, whether or not contingent, (i) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business
and payable in accordance with customary practices) or which is evidenced by a note, bond, debenture or similar instrument, (ii)
all Capital Lease Obligations of such Person, (iii) all obligations of such Person in respect of letters of credit or bankers’
acceptances issued or created for the account of such Person, (iv) all Hedging Obligations of such Person, (v) all liabilities
secured by any Lien on any property owned by such Person even if such Person has not assumed or otherwise become liable for the
payment thereof to the extent of the value of the property subject to such Lien, and (vi) to the extent not otherwise included,
any guarantee by such person of any other Person’s indebtedness or other obligations described in clauses (i) through (v)
above.


 




    	 	4	 



    	 		 



    

 


“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this
instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include
the terms of particular series of Securities established as contemplated by Section 3.01.


 


“Interest”,
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.


 


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


 


“Investment
Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended
from time to time.


 


“Issue
Date” means the date of initial issuance of the Securities pursuant to this Indenture.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other
title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest
in any asset and any filing of, or agreement to give, any financing statement under the “Uniform Commercial Code”
(or equivalent statutes) of any jurisdiction).


 


“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 or otherwise.


 


“Notice
of Default” means a written notice of the kind specified in Section 5.01(d).


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President
of such Person.


 


“Officers’
Certificate” means a certificate that is delivered to the Trustee and that is signed by two Officers or by an Officer
and either an Assistant Treasurer or an Assistant Secretary, of the Company.


 


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


 


“Original
Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof
to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.


 


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


 


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


 


(ii)
Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 




    	 	5	 



    	 		 



    

 


(iii)
Securities as to which Defeasance has been effected pursuant to Section 13.02; and


 


(iv)
Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A)
the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant
to Section 5.02, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable,
the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 3.01, (C) the principal amount of a Security denominated in one or more foreign currencies or currency
units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided
as contemplated by Section 3.01, of the principal amount of such Security (or, in the case of a Security described in Clause (A)
or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 


“Paying
Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities
on behalf of the Company.


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof (including any subdivision or ongoing
business of any such entity or substantially all of the assets of any such entity, subdivision or business).


 


“Place
of Payment”, when used with respect to the Securities of any series, means the place or places where the principal
of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt
as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered
under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


 


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


 


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


 




    	 	6	 



    	 		 



    

 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date
specified for that purpose as contemplated by Section 3.01.


 


“Responsible
Officer”, when used with respect to the Trustee, means any officer within the corporate trust administration of
the Trustee (or any successor group of the Trustee), including any vice president, assistant vice president, trust officer, assistant
trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for
the administration of this Indenture.


 


“Restricted
Subsidiary” means a Subsidiary of the Company other than an Unrestricted Subsidiary.


 


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


 


“Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.05.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 


[IF
SUBORDINATED INDENTURE: “Senior Bank Debt” means (i) the Indebtedness outstanding under the senior credit
facility, if any, and (ii) all Obligations incurred by or owing to the holders or their agent or representatives of such Indebtedness
outstanding under the senior credit facility if any, (including, but not limited to, all fees and expenses of counsel and all
other interest, charges, fees and expenses).


 


“Senior
Debt” means


 


(i)
with respect to the Company, the principal of and interest (including post-petition interest whether or not allowed as a claim)
on, and all other amounts owing in respect of, (a) Senior Bank Debt, and (b) any other Indebtedness permitted to be incurred by
the Company under the terms of this Indenture (including, but not limited to, reasonable fees and expenses of counsel and all
other charges, fees and expenses incurred in connection with such Indebtedness), unless the instrument creating or evidencing
such Indebtedness or pursuant to which such Indebtedness is outstanding expressly provides that such Indebtedness is on a parity
with or subordinated in right of payment to the Securities; and


 


Notwithstanding
the foregoing, Senior Debt shall not include (v) any Indebtedness that is represented by Disqualified Stock, (w) any liability
for federal, state, local, or other taxes, (x) any Indebtedness among or between the Company, any Restricted Subsidiary or any
of their Affiliates, (y) any trade payables and any Indebtedness to trade creditors (other than amounts accrued thereon) incurred
for the purchase of goods or materials, or for services obtained, in the ordinary course of business or any Obligations to trade
creditors in respect of any such Indebtedness, or (z) any Indebtedness (other than Senior Bank Debt) that is incurred in violation
of this Indenture.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.]


 


“Stated
Maturity” means with respect to any installment of interest or principal on any series of Indebtedness, the date
on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness,
and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.


 




    	 	7	 



    	 		 



    

 


“Subsidiary”
means with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or
more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner
or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which
are such Person or one or more Subsidiaries of such Person (or any combination thereof).


 


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


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture
Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company that at the time of determination shall be an Unrestricted Subsidiary
(as designated by the Board of Directors of the Company, as provided below) and any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary if all of the following conditions apply: (a) neither the Company nor any of its
Restricted Subsidiaries provides credit support for any Indebtedness of such Subsidiary (including any undertaking, agreement
or instrument evidencing such Indebtedness), (b) such Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness
other than Unrestricted Subsidiary Indebtedness, and (c) such Unrestricted Subsidiary does not own any Capital Stock of any Subsidiary
of the Company that has not theretofore been or is not simultaneously being designated an Unrestricted Subsidiary. Any such designation
by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a board resolution giving
effect to such designation and an Officers’ Certificate certifying that such designation complies with the foregoing conditions.
The Board of Directors of the Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary.


 


“U.S.
Government Obligation” has the meaning specified in Section 13.04.


 


“Vice
President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated
by a number or a word or words added before or after the title “vice president”.


 


Section
1.02. Compliance Certificates and Opinions.


 


Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate
or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion
of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements
set forth in this Indenture.


 


Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates
provided for in Section 10.04) shall include:


 




    	 	8	 



    	 		 



    

 


(1)
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(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 each such individual, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


Section
1.03. Form of Documents Delivered to Trustee.


 


In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered
by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.
Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters
is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.


 


Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


 


Section
1.04. Acts of Holders; Record Dates.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to
be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


 


The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the Trustee deems sufficient.


 




    	 	9	 



    	 		 



    

 


The
ownership of Securities shall be proved by the Security Register.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.


 


The
Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of (i) any Notice
of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred
to in Section 5.07(2) or (iv) any direction referred to in Section 5.12. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing
in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in
Section 1.06.


 


With
respect to any record date set pursuant to this Section, the Company may designate any day as the “Expiration Date”
and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the Trustee in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date is
not designated with respect to any record date set pursuant to this Section, the Company shall be deemed to have initially designated
the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration
Date as provided in this paragraph.


 


Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do
so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which
may do so pursuant to such appointment with regard to all or any part of such principal amount.


 


Section
1.05. Notices, Etc., to Trustee and Company.


 


Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with:


 


(1)
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate, Municipal and Escrow Solutions; or


 




    	 	10	 



    	 		 



    

 


(2)
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee
by the Company.


 


Section
1.06. Notice to Holders; Waiver.


 


Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears
in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed
for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.


 


Section
1.07. Conflict with Trust Indenture Act.


 


If
any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act
to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act 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.


 


Section
1.08. Effect of Headings and Table of Contents.


 


The
Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


Section
1.09. Successors and Assigns.


 


All
agreements in this Indenture by the Company shall bind its successors and assigns. All agreements in this Indenture by the Trustee
shall bind its successors.


 


Section
1.10. Separability Clause.


 


In
case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable
law.


 


Section
1.11. Benefits of Indenture.


 


Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Debt and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


 




    	 	11	 



    	 		 



    

 


Section
1.12. Governing Law.


 


This
Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York.


 


Section
1.13. Legal Holidays.


 


In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of
any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at
the Stated Maturity.


 


Section
1.14. Waiver of Jury Trial.


 


EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


Section
1.15. Force Majeure.


 


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


 


Section
1.16. USA PATRIOT Act.


 


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


 


ARTICLE
Two


SECURITY
FORMS


 


Section
2.01. Forms Generally.


 


The
Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of
any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for
the authentication and delivery of such Securities.


 




    	 	12	 



    	 		 



    

 


The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.


 


Section
2.02. Form of Face of Security.


 


[Insert
any legend required by the Internal Revenue Code and the regulations thereunder.]


 


	 

                                                                                

	 





 


	No.	$


 


Cemtrex,
Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to
pay to, or registered assigns, the principal sum of              Dollars on             [if the Security is to bear interest prior to Maturity, insert
and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on               and               of each year, commencing               , at the rate of          % per annum, until the principal hereof is paid or made available
for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest
at the rate of         % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the               or               (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture]. [If the Security is not to bear interest prior to Maturity, insert — The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of % per annum
(to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest
on overdue principal or premium which is not paid on demand shall bear interest at the rate of        % per annum (to the extent that
the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]


 


Payment
of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company
maintained for that purpose in                  in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, 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 Security Register.


 




    	 	13	 



    	 		 



    

 


Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


In
Witness Whereof, the Company has caused this instrument to be duly executed under its corporate seal.


 


	Dated: ________________	 	Cemtrex,
    Inc.
	 	 	 	 
	Attest:	 	By:	 
	 	 	 	 
	 	 	Title:	 
	Title:	 	 	 





 


Section
2.03. Form of Reverse of Security.


 


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of                 (herein called the “Indenture”,
which term shall have the meaning assigned to it in such instrument), between the Company and                 , as Trustee (herein called the
“Trustee” , which term includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, the Trustee, the holders of Senior Debt and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable,
insert — limited in aggregate principal amount to $                            ].


 


[If
applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by
mail.] [If applicable, insert — (1) on                           in any year commencing with the year                             and ending with the year through operation of
the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert on or after                             ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert on or before %, and if redeemed] during the 12-month
period beginning                             of the years indicated,


 


	Year	Redemption
    Price	Year	Redemption
    Price
	 	 	 	 


 


and
thereafter at a Redemption Price equal to     % of the principal amount, together in the case of any such redemption [if applicable,
insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more            Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]


 


[If
applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by
mail, (1) on                             in any year commencing with the year                             and ending with the year through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [if applicable, insert on or after                             ], as a whole or in part, at the election
of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning                             of the years indicated,


 




    	 	14	 



    	 		 



    

 


	Year	 	 	Redemption
                                         Price for Redemption Through Operation of the Sinking Fund
	 	 	 	Year
	 	 	 	Redemption
                                         Otherwise Than Through Operation of the Sinking Fund
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 



 


and
thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through
operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in
the Indenture.]


 


[If
applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series
as contemplated by [if applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less than                             per annum.]


 


[If
applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year
and ending with the year                             of [if applicable, insert — not less than $                             (“mandatory sinking fund”)
and not more than] $                             aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by
the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — ,
in the inverse order in which they become due.]


 


[If
the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]


 


The
indebtedness evidenced by this Security is, to the extent set forth in the Indenture, subordinate and subject in right of payment
to the prior payment in full in cash or Cash Equivalents of all Senior Debt, and this Security is issued subject to the provisions
of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.


 


[If
applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security]
[or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with
certain conditions set forth in the Indenture.]


 


[If
the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.]


 


[If
the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture. Such amount shall be equal to insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal,
premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall
terminate.]


 




    	 	15	 



    	 		 



    

 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.


 


No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


The
Securities of this series are issuable only in registered form without coupons in denominations of $                             and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.


 


No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.


 


Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 




    	 	16	 



    	 		 



    

 


All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


Section
2.04. Form of Legend for Global Securities.


 


Unless
otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated
and delivered 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 a Depositary
or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this
Security in whole or in part may be registered, in the name of any Person other than such Depositary or a nominee thereof, except
in the limited circumstances described in the Indenture.


 


Section
2.05. Form of Trustee’s Certificate of Authentication.


 


The
Trustee’s certificates of authentication shall be in substantially the following form:


 


This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


 




	 		 
	 	As Trustee	 
	 	 	 
	By:	      	 
	 	Authorized Signatory	 




 


ARTICLE
Three


THE
SECURITIES


 


Section
3.01. Amount Unlimited; Issuable in Series.


 


The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.


 


The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to
Section 3.03, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series;


 


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


 


(b)
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 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant
to Section 3.03, are deemed never to have been authenticated and delivered hereunder);


 


(c)
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


(d)
the date or dates on which the principal of any Securities of the series is payable;


 




    	 	17	 



    	 		 



    

 


(e)
the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest
shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such
interest payable on any Interest Payment Date;


 


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


 


(g)
the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner
in which any election by the Company to redeem the Securities shall be evidenced;


 


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


 


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


 


(j)
if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts shall be determined;


 


(k)
if other than the currency of the United States of America, the currency, currencies or currency units in which the principal
of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof
in the currency of the United States of America for any purpose, including for purposes of the definition of Outstanding in Section
1.01;


 


(l)
if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company
or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated
to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities
as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount shall be determined);


 


(m)
if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


 


(n)
if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one
or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as
of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable
upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated
Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);


 


(o)
if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02
or Section 13.03 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company
to defease such Securities shall be evidenced;


 




    	 	18	 



    	 		 



    

 


(p)
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or
in lieu of those set forth in Clause (2) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged
in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;


 


(q)
any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section
5.02;


 


(r)
any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;


 


(s)
if applicable, that the Securities of the series are convertible into or exchangeable for Common Stock or other securities of
the Company, the period or periods within which, the price or prices at which and the terms and conditions upon which, and the
limitations and restrictions, if any, upon which, any Securities of the series shall be convertible or exchangeable, in whole
or in part, into Common Stock or other securities of the Company; and


 


(t)
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.01(e)).


 


All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided
in or pursuant to the Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner
provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto.


 


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


 


Section
3.02. Denominations.


 


The
Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be
specified as contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


Section
3.03. Execution, Authentication, Delivery and Dating.


 


The
Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents,
under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any
of these officers on the Securities may be manual or facsimile.


 


Securities
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such Securities.


 




    	 	19	 



    	 		 



    

 



At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of
such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form
or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon, an Opinion of Counsel stating,


 


(a)
if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such
form has been established in conformity with the provisions of this Indenture;


 


(b)
if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such
terms have been established in conformity with the provisions of this Indenture; and


 


(c)
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


 


If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


Notwithstanding
the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or
the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication
of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.


 


Each
Security shall be dated the date of its authentication.


 


No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


Section
3.04. Temporary Securities.


 


Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.


 


If
temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall
be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office
or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series and tenor.


 




    	 	20	 



    	 		 



    

 


Section
3.05. Registration, Registration of Transfer and Exchange.


 


The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office
and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.


 


Upon
surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate
principal amount.


 


At
the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office
or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


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 Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar
duly executed, by the Holder thereof or his attorney duly authorized in writing.


 


No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer
or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.


 


If
the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required
(a) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the
case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption
of any such Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing,
or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


 


The
provisions of clauses (a), (b), (c) and (d) below shall apply only to Global Securities:


 


(a)
Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such
Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this Indenture.


 




    	 	21	 



    	 		 



    

 


(b)
Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling
or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered under the Exchange
Act, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (iii) there
shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as
contemplated by Section 3.01.


 


(c)
Subject to Clause (b) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.


 


(d)
Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated
and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other
than the Depositary for such Global Security or a nominee thereof.


 


The
Trustee shall have no 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 Note (including any transfers
between or among Depositary participants or beneficial owners of interests in any Global Note) 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.


 


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


 


Section
3.06. Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


If
there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of
any Security and (b) such security or indemnity as may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security,
a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


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


 


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


 


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


 




    	 	22	 



    	 		 



    

 


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


 


Section
3.07. Payment of Interest; Interest Rights Preserved.


 


Except
as otherwise provided as contemplated by Section 3.01 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 (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest.


 


Any
interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in clause (a) or (b) below:


 


(a)
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in
this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section
1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (b).


 


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


 


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


 


Section
3.08. Persons Deemed Owners.


 


Prior
to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company 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 principal of and any premium and (subject to Section 3.07) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall
be affected by notice to the contrary.


 




    	 	23	 



    	 		 



    

 


Section
3.09. Cancellation.


 


All
Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee in accordance with its customary procedures. No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.


 


Section
3.10. Computation of Interest.


 


Except
as otherwise specified as contemplated by Section 3.01 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.


 


ARTICLE
Four


SATISFACTION
AND DISCHARGE


 


Section
4.01. Satisfaction and Discharge of Indenture.


 


This
Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer
or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a)
either:


 


(i)
all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 3.06 and (B) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 10.03) have been delivered to the Trustee for cancellation; or


 


(ii)
all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become
due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,
and the Company, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be.


 




    	 	24	 



    	 		 



    

 


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


 


(c)
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations
of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant
to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section
10.03 shall survive.


 


Section
4.02. Application of Trust Money.


 


Subject
to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall
be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the
Trustee.


 


ARTICLE
Five


REMEDIES


 


Section
5.01. Events of Default.


 


“Event
of Default”, wherever used herein with respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body):


 


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


 


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


 


(c)
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


(d)
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such
default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series
a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


 


(e)
the entry by a court having jurisdiction in the premises of


 


(i)
a decree or order for relief in respect of the Company or any Restricted Subsidiary in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law; or


 




    	 	25	 



    	 		 



    

 


(ii)
a decree or order adjudging the Company or any such Restricted Subsidiary a bankrupt or insolvent, or approving as properly filed
a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any such Restricted
Subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or any such Restricted Subsidiary or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 60 consecutive days; or


 


(f)
the commencement by the Company or any Restricted Subsidiary of a voluntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt
or insolvent, or the consent by the Company or any such Restricted Subsidiary to the entry of a decree or order for relief in
respect of the Company or any such Restricted Subsidiary in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against the Company or any such Restricted Subsidiary, or the filing by the Company or any such Restricted Subsidiary
of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent
by the Company or any such Restricted Subsidiary to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any such Restricted
Subsidiary or of any substantial part of the property of the Company or any such Restricted Subsidiary, or the making by the Company
or any such Restricted Subsidiary of an assignment for the benefit of creditors, or the admission by the Company or any such Restricted
Subsidiary in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the
Company or any such Restricted Subsidiary in furtherance of any such action; or


 


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


 


Section
5.02. Acceleration of Maturity; Rescission and Annulment.


 


If
an Event of Default (other than an Event of Default specified in Section 5.01(e) or 5.01(f)) with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in clause (e) or (f) of Section 5.01 with respect to Securities
of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified
by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder,
become immediately due and payable.


 


At
any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment
or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee,
may waive any existing Event of Default and its consequences under this Indenture except a continuing Event of Default in payment
of interest or premium on, or the principal of, the Notes.


 


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


 


The
Trustee shall not be required to act upon an Event of Default unless it has actual knowledge of such Event of Default.


 




    	 	26	 



    	 		 



    

 


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


 


The
Company covenants that if:


 


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


 


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


 


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


 


Section
5.04. Trustee May File Proofs of Claim.


 


In
case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors,
the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized
under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular,
the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 6.07.


 


No
provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that
the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member
of a creditors’ or other similar committee.


 


Section
5.05. Trustee May Enforce Claims Without Possession of Securities.


 


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


 




    	 	27	 



    	 		 



    

 


Section
5.06. Application of Money Collected.


 


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


 


FIRST:
To the payment of all amounts due the Trustee under this Indenture;


 


[IF
SUBORDINATED INDENTURE: SECOND: To the extent provided in Article Fourteen, to the holders of Senior Debt of the Company in accordance
with Article Fourteen;] and


 


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


 


Section
5.07. Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or
by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of all of such Holders (it being understood that the
Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such
Holders).


 


Section
5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 3.07) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 




    	 	28	 



    	 		 



    

 


Section
5.09. Restoration of Rights and Remedies.


 


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


 


Section
5.10. Rights and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


Section
5.11. Delay or Omission Not Waiver.


 


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


 


Section
5.12. Control by Holders.


 


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


 


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


 


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


 


Section
5.13. Waiver of Past Defaults.


 


The
Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except
a default


 


(a)
in the payment of the principal of or any premium or interest on any Security of such series; or


 


(b)
in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected. Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other default or impair any right consequent thereon.


 




    	 	29	 



    	 		 



    

 


Section
5.14. 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,
suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs
of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company or the Trustee.


 


Section
5.15. Waiver of Usury, Stay or Extension Laws.


 


The
Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and 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.


 


ARTICLE
Six


THE TRUSTEE


 


Section
6.01. Certain Duties and Responsibilities.


 


The
duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the provisions of this Section.


 


Section
6.02. Notice of Defaults.


 


If
a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such
series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of
any default of the character specified in clause (d) of Section 5.01 with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities
of such series.


 


Section
6.03. Certain Rights of Trustee.


 


Subject
to the provisions of Section 6.01:


 


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


 


(b)
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’
Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced
to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;


 




    	 	30	 



    	 		 



    

 


(c)
the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel or Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in
good faith and in accordance with such advice or Opinion of Counsel;


 


(d)
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason
of such inquiry or investigation;


 


(e)
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part
of any agent, custodian, nominee or attorney appointed by it with due care hereunder;


 


(f)
the permissive rights of the Trustee enumerated herein shall not be construed as duties;


 


(g)
before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and an Opinion of Counsel or both,
and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel;


 


(h)
the Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory
to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction;


 


(i)
the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder;


 


(j)
the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture (i.e., an Incumbency Certificate); and


 


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


 


In
no event shall the Trustee be responsible or liable for any special, punitive, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss
or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default
with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default
or (2) written notice of such Default or Event of Default shall have been received by the Trustee at its Corporate Trust Office.


 


Section
6.04. Not Responsible for Recitals or Issuance of Securities.


 


The
recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.


 




    	 	31	 



    	 		 



    

 


Section
6.05. May Hold Securities.


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.


 


Section
6.06. Money Held in Trust.


 


Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.


 


Section
6.07. Compensation and Reimbursement.


 


The
Company agrees


 


(a)
to pay to the Trustee from time to time such compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust), as mutually agreed to
by the Trustee and the Company in writing;


 


(b)
except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to its gross negligence, willful misconduct, or bad faith; and


 


(c)
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence,
willful misconduct, or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust
or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company,
a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.
The provisions of this section shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.


 


Section
6.08. Conflicting Interests.


 


If
the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by
virtue of being a trustee under this Indenture with respect to Securities of more than one series [or a trustee under —
list here any prior indentures between the Company and the Trustee that have not been satisfied and discharged and that may be
excluded by the proviso to Section 310(b)(1) of the Trust Indenture Act].


 


Section
6.09. Corporate Trustee Required; Eligibility.


 


There
shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture
Act to act as such, and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the Borough
of Manhattan, The City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to
the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted
by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of
any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


 




    	 	32	 



    	 		 



    

 


Section
6.10. Resignation and Removal; Appointment of Successor.


 


No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.


 


The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction,
at the expense of the Company, for the appointment of a successor Trustee with respect to the Securities of such series.


 


The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.


 


If
at any time:


 


(a)
the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months; or


 


(b)
the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company
or by any such Holder; or


 


(c)
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may
remove the Trustee with respect to all Securities, or (B) subject to Section 5.14, any Holder who has been a bona fide Holder
of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


 


If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section
6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor
Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company.
If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders
and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 




    	 	33	 



    	 		 



    

 


The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series
in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


 


Section
6.11. Acceptance of Appointment by Successor.


 


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


 


In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (a) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (b) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (c) shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.


 


Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph,
as the case may be.


 


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


 


The
Trustee shall have no liability whatsoever for the actions or inactions of such successor Trustee.


 




    	 	34	 



    	 		 



    

 


Section
6.12. Merger, Conversion, Consolidation or Succession to Business.


 


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


 


Section
6.13. Preferential Collection of Claims Against Company.


 


If
and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall
be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other
obligor).


 


Section
6.14. Appointment of Authenticating Agent.


 


The
Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $ and subject to supervision or examination by Federal or State authority.
If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section.


 


Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation
succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper
or any further act on the part of the Trustee or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and
to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.06
to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.


 




    	 	35	 



    	 		 



    

 


The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.


 


If
an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the
following form:


 


This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


 


	 	 	 
	 	As
    Trustee	 
	 	 	 
	By:	 	 
	 	As
    Authenticating Agent	 
	 	 	 
	By:	 	 
	 	Authorized
    Signatory	 


 


ARTICLE
Seven


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
7.01. Company to Furnish Trustee Names and Addresses of Holders.


 


The
Company will furnish or cause to be furnished to the Trustee


 


(a)
semi-annually, not later than January 15 and July 15 in each year, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders of Securities of each series as of the preceding December 31 or June 30, as the case
may be, and


 


(b)
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from
any such list names and addresses received by the Trustee in its capacity as Security Registrar.


 


Section
7.02. Preservation of Information; Communications to Holders.


 


The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee
in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt
of a new list so furnished.


 


The
rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.


 


Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act.


 




    	 	36	 



    	 		 



    

 


Section
7.03. Reports by Trustee.


 


The
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.


 


A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange
upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee in writing
when any Securities are listed on any stock exchange or any delisting thereof.


 


Section
7.04. Reports by Company.


 


The
Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant
to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section
13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with
the Commission. The Trustee shall have no responsibility whatsoever to determine if any filings have been made with the commission.
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 (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates).


 


ARTICLE
Eight


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section
8.01. Company May Consolidate, Etc., Only on Certain Terms.


 


The
Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey,
transfer or lease its properties and assets substantially as an entirety to the Company, unless:


 


(a)
in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation, partnership, limited liability company or trust, shall be organized and validly existing under
the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of
this Indenture on the part of the Company to be performed or observed;


 


(b)
immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or
any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened
and be continuing;


 




    	 	37	 



    	 		 



    

 


(c)
if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company
would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this
Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to
secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and


 


(d)
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction been complied
with.


 


Section
8.02. Successor Substituted.


 


Upon
any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an entirety in accordance with Section 8.01, the successor Person formed
by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the Securities.


ARTICLE
Nine


SUPPLEMENTAL INDENTURES


 


Section
9.01. Supplemental Indentures Without Consent of Holders.


 


Without
the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following
purposes:


 


(a)
to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or


 


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


 


(c)
to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series); or


 


(d)
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit
or facilitate the issuance of Securities in uncertificated form; or


 


(e)
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such
Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding; or


 




    	 	38	 



    	 		 



    

 


(f)
to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or


 


(g)
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, pursuant to the requirements of Section 6.11; or


 


(h)
to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such
action pursuant to this clause (h) shall not adversely affect the interests of the Holders of Securities of any series in any
material respect.


 


Section
9.02. Supplemental Indentures With Consent of Holders.


 


With
the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner
the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby,


 


(a)
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount
of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency
in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date),
or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner materially adverse
to the Holders; or


 


(b)
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or


 


(c)
modify any of the provisions of this Section, Section 5.13 or Section 10.09, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect
to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.09,
or the deletion of this proviso, in accordance with the requirements of Section 6.11 and clause (h) of Section 9.01.


 


A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.


 


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


 




    	 	39	 



    	 		 



    

 


Section
9.03. Execution of Supplemental Indentures.


 


In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall
be fully protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture and is the legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms (subject to customary exceptions). The Trustee may,
but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


 


Section
9.04. Effect of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and
such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section
9.05. Conformity with Trust Indenture Act.


 


Every
supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.


 


Section
9.06. Reference in Securities to Supplemental Indentures.


 


Securities
of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered
by the Trustee in exchange for Outstanding Securities of such series.


ARTICLE
Ten


COVENANTS


 


Section
10.01. Payment of Principal, Premium and Interest.


 


The
Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of
and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.


 


Section
10.02. Maintenance of Office or Agency.


 


The
Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series
may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.


 


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


 




    	 	40	 



    	 		 



    

 


Section
10.03. Money for Securities Payments to Be Held in Trust.


 


If
the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each
due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.


 


Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities
of that series.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of
or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or
interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general circulation in , notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


Section
10.04. Statement by Officers as to Default.


 


The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof,
an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default
in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period
of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge.


 




    	 	41	 



    	 		 



    

 


Section
10.05. Existence.


 


Subject
to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve
any such right or franchise if the Board of Directors 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 disadvantageous in any material respect to the Holders.


 


Section
10.06. Maintenance of Properties.


 


The
Company will cause all properties used or useful in the conduct of its business or the business of any Restricted Subsidiary to
be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company
may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company or any Restricted Subsidiary from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company or such Restricted
Subsidiary, desirable in the conduct of its business or the business of any such Restricted Subsidiary and not disadvantageous
in any material respect to the Holders.


 


Section
10.07. Payment of Taxes and Other Claims.


 


The
Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company
or any of its Restricted Subsidiaries, and (b) all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any of its Restricted Subsidiaries; provided, however, that the Company
or such Restricted Subsidiary shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.


 


Section
10.08. Maintenance of Insurance.


 


The
Company shall, and shall cause its Restricted Subsidiaries to, keep at all times all of their properties which are of an insurable
nature insured against loss or damage with insurers believed by the Company to be responsible to the extent that property of similar
character is usually so insured by corporations similarly situated and owning like properties in accordance with good business
practice. The Company shall, and shall cause its Restricted Subsidiaries to, use the proceeds from any such insurance policy to
repair, replace or otherwise restore the property to which such proceeds relate.


 


Section
10.09. Waiver of Certain Covenants.


 


Except
as otherwise specified as contemplated by Section 3.01 for Securities of such series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided
pursuant to clause (r) of Section 3.01 or clause (b) or (g) of Section 9.01 for the benefit of the Holders of such series or in
any of Sections 10.05 to 10.07, inclusive, if before the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and
effect.


 




    	 	42	 



    	 		 



    

 


ARTICLE
Eleven


OPTIONAL REDEMPTION OF SECURITIES


 


Section
11.01. Applicability of Article.


 


Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 3.01 for such Securities) in accordance with this Article.


 


Section
11.02. Election to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.01 for such Securities. In case of any redemption at the election of the Company of less than all the Securities
of any series (including any such redemption affecting only a single Security), the Company shall, at least 45 days prior to but
no more than 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction.


 


Section
11.03. Selection by Trustee of Securities to Be Redeemed.


 


If
less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor
are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be
selected not less than 30 days nor more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series not previously called for redemption, by lot and in accordance with the applicable procedures of the DTC which
may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall
be selected not less than 30 days nor more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.


 


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


 


The
provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether
such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the
principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security.


 


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


 




    	 	43	 



    	 		 



    

 


Section
11.04. Notice of Redemption.


 


Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.


 


All
notices of redemption shall state:


 


(a)
the CUSIP(s) of the Outstanding Securities


 


(b)
the Redemption Date;


 


(c)
the Redemption Price;


 


(d)
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed
and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed;


 


(e)
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date;


 


(f)
that on the Redemption Date, if such is the case, the right of the holders of each such Security to convert the Securities shall
terminate;


 


(g)
the place or places where each such Security is to be surrendered for payment of the Redemption Price; and


 


(h)
that the redemption is for a sinking fund, if such is the case.


 


Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company and shall be irrevocable.


 


Section
11.05. Deposit of Redemption Price.


 


Prior
to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.


 


Section
11.06. Securities Payable on Redemption Date.


 


Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.07.


 




    	 	44	 



    	 		 



    

 


If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall,
until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.


 


Section
11.07. Securities Redeemed in Part.


 


Any
Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same
series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so surrendered.


 


ARTICLE
Twelve


SINKING FUNDS


 


Section
12.01. Applicability of Article.


 


The
provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 3.01 for such Securities.


 


The
minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory
sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities
is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment
shall be applied to the redemption of Securities as provided for by the terms of such Securities.


 


Section
12.02. Satisfaction of Sinking Fund Payments with Securities.


 


The
Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply
as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in
each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required
to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided
that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 


Section
12.03. Redemption of Securities for Sinking Fund.


 


Not
less than 30 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities,
the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied
by delivering and crediting Securities pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 15 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.


 




    	 	45	 



    	 		 



    

 


ARTICLE
Thirteen


DEFEASANCE AND COVENANT DEFEASANCE


 


Section
13.01. Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The
Company may elect, at its option at any time, to have Section 13.02 or Section 13.03 applied to any Securities or any series of
Securities, as the case may be, designated pursuant to Section 3.01 as being defeasible pursuant to such Section 13.02 or 13.03,
in accordance with any applicable requirements provided pursuant to Section 3.01 and upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.01 for such Securities.


 


Section
13.02. Defeasance and Discharge.


 


Upon
the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities,
as the case may be, the Company shall be deemed to have been discharged from its obligations, with respect to such Securities
as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities 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 execute proper instruments acknowledging the same), subject
to the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities
to receive, solely from the trust fund described in and as more fully set forth in such Section, payments in respect of the principal
of and any premium and interest on such Securities when payments are due, (b) the Company’s obligations with respect to
such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (d) this Article. Subject to compliance with this Article, the Company may exercise its option (if any)
to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 13.03
applied to such Securities.


 


Section
13.03. Covenant Defeasance.


 


Upon
the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities,
as the case may be, (a) the Company shall be released from its obligations under clause (c) of Section 8.01, Sections 10.06 through
10.08, inclusive, and any covenants provided pursuant to clause (r) of Section 3.01 or clause (b) or (g) of Section 9.01 for the
benefit of the Holders of such Securities; and (b) the occurrence of any event specified in clause (d) of Section 5.01 (with respect
to any of clause (c) of Section 8.01, Sections 10.06 through 10.08, inclusive, and any such covenants provided pursuant to clause
(r) of Section 3.01 or clause (b) or (g) of Section 9.01 shall be deemed not to be or result in an Event of Default, in each case
will respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.04 are
satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means
that, with respect to such Securities, 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 (to the extent so specified in the case of clause (d) of Section
5.01), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Article or by reason
of any reference in any such Section or Article to any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


 




    	 	46	 



    	 		 



    

 


Section
13.04. Conditions to Defeasance or Covenant Defeasance.


 


The
following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities,
as the case may be:


 


(a)
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to,
the benefits of the Holders of such Securities, (i) money in an amount, or (ii) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in an amount, or (iii) a combination thereof, in each case sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge,
the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms
of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security
which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United
States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof,
and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect
to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of
such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation
which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


 


(b)
In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, 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 or (ii) since the date of this instrument, there has been a change in
the applicable Federal income tax law, in either case (i) or (ii) to the effect that, and based thereon such opinion shall confirm
that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.


 


(c)
In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to occur.


 


(d)
The Company shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities nor
any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 


(e)
No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities
or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified
in clause (e) or (f) of Section 5.01, at any time on or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).


 


(f)
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of such Act).


 




    	 	47	 



    	 		 



    

 


(g)
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material
agreement or instrument to which the Company or any of its Restricted Subsidiaries is a party or by which it is bound.


 


(h)
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration
thereunder.


 


(i)
At the time of such deposit, (i) no default in the payment of any principal of or premium or interest on any Senior Debt shall
have occurred and be continuing, (ii) no event of default with respect to any Senior Debt shall have resulted in such Senior Debt
becoming, and continuing to be, due and payable prior to the date on which it would otherwise have become due and payable (unless
payment of such Senior Debt has been made or duly provided for), and (iii) no other event of default with respect to any Senior
Debt shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior Debt
(or a trustee on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which it would otherwise
have become due and payable.


 


(j)
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


Section
13.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject
to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and, the Trustee and any such other
trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of any 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 such Paying Agent (including the Company acting as its own 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 and any premium
and interest, but money so held in trust 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 deposited pursuant to Section 13.04 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 Outstanding Securities.


 


Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in Section 13.04 with respect to any Securities which,
in the opinion of a nationally recognized firm of independent public accountants expressed 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 the Defeasance
or Covenant Defeasance, as the case may be, with respect to such Securities.


 


Section
13.06. Reinstatement.


 


If
the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by
reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant
to Section 13.02 or 13.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect
to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section
13.05 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment
of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


[IF
SUBORDINATED INDENTURE:]


 




    	 	48	 



    	 		 



    

 


ARTICLE
Fourteen


SUBORDINATION OF SECURITIES


 


Section
14.01. Securities Subordinate to Senior Debt.


 


The
Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article (subject to the provisions of Article Four and Article Thirteen),
the payment of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all Senior Debt.


 


Section
14.02. Payment Over of Proceeds Upon Dissolution, Etc.


 


In
the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency
or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Company,
then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Proceeding”)
the holders of Senior Debt will be first entitled to receive payment in full of all amounts due or to become due on or in respect
of all Senior Debt, or provision shall be made for such payment, in cash or Cash Equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, before the Holders of the Securities are entitled to receive any payment or distribution of any
kind or character, on account of principal of (or premium, if any) or interest on or other obligations in respect of the Securities
or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments,
distributions, purchases and acquisitions herein referred to, individually and collectively, as a “Securities Payment”),
and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any Securities
Payment which may be payable or deliverable in respect of the Securities in any such Proceeding.


 


In
the event that, notwithstanding the foregoing provisions of this Section, the Trustee receives payment or distribution of assets
of the Company of any kind or character, before all the Senior Debt is paid in full in cash or Cash Equivalents, then and in such
event such Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment
of all Senior Debt remaining unpaid, to the extent necessary to pay the Senior Debt in full in cash or Cash Equivalents.


 


For
purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property
or securities” shall not be deemed to include a payment or distribution of stock or securities of the Company provided for
by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization
proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment
which stock or securities are subordinated in right of payment to all then outstanding Senior Debt to at least the same extent
as the Securities are so subordinated as provided in this Article; provided, however, that (a) if a new corporation results from
such reorganization or readjustment, such corporation assumes any Senior Debt not paid in full in cash or Cash Equivalents in
connection with such reorganization or readjustment and (b) the rights of the holders of such Senior Debt are not, without the
consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger
of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of all
or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in
Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety,
as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth
in Article Eight.


 




    	 	49	 



    	 		 



    

 



Section
14.03. No Payment When Senior Debt in Default.


 


In
the event that any Senior Payment Default (as defined below) shall have occurred and be continuing, then no Securities Payment
shall be made unless and until such Senior Payment Default shall have been cured or waived or shall have ceased to exist or all
amounts then due and payable in respect of Senior Debt shall have been paid in full, or provision shall have been made for such
payment, in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of Senior Debt. “Senior
Payment Default” means any default in the payment of principal of (or premium, if any) or interest on any Senior
Debt when due, whether at the Maturity thereof or by declaration of acceleration, call for redemption or otherwise.


 


In
the event that any Senior Nonmonetary Default (as defined below) shall have occurred and be continuing, then, upon the receipt
by the Company and the Trustee of written notice of such Senior Nonmonetary Default from the representatives of holders of the
Designated Senior Debt to which such default relates, the Company may not make any payments on account of the Securities or on
account of the purchase or redemption or other acquisition of Securities for a period (the “blockage period”)
commencing on the date the Company and Trustee receive such written notice and ending on the earlier of (a) the 179th day after
the date of such receipt of such written notice and (b) the date, if any, on which the Designated Senior Debt to which such default
relates is discharged or such default is waived or otherwise cured. In any event, not more than one blockage period may be commenced
during any period of 360 consecutive days and there shall be a period of at least 181 consecutive days in each period of 360 consecutive
days when no blockage period is in effect. For all purposes of this paragraph, no Senior Nonmonetary Default that existed or was
continuing on the date of commencement of any blockage period with respect to the Designated Senior Debt initiating such blockage
period will be, or can be, made the basis for the commencement of a subsequent blockage period unless such default has been cured
or waived for a period of not less than 180 consecutive days. “Senior Nonmonetary Default” means the
occurrence or existence and continuance of any event of default, or of any event which, after notice or lapse of time (or both),
would become an event of default, under the terms of any instrument pursuant to which any Designated Senior Debt is outstanding,
permitting (after notice or lapse of time or both) one or more holders of such Senior Debt (or a trustee or agent on behalf of
the holders thereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise become due and
payable, other than a Senior Payment Default.


 


In
the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior
Debt beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior
Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or a trustee on behalf of the holders thereof)
to declare such Senior Debt, and shall have resulted in such Senior Debt becoming or being declared, due and payable prior to
the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured
or waived or shall have ceased to exist, or in the event any judicial proceeding shall be pending with respect to any such default
in payment or event of default, then no Securities Payment shall be made.


 


In
the event that, notwithstanding the foregoing, the Company shall make any Securities Payment to the Trustee or any Holder prohibited
by the foregoing provisions of this Section, then and in such event, subject to Section 14.04, such Securities Payment shall be
paid over and delivered forthwith to the holders of the Senior Debt remaining unpaid, to the extent necessary to pay in full all
the Senior Debt.


 


The
provisions of this Section shall not apply to any Securities Payment with respect to which Section 14.02 would be applicable.


 




    	 	50	 



    	 		 



    

 


Section
14.04. Payment Permitted If No Default.


 


Nothing
contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time
except during the pendency of any Proceeding referred to in Section 14.02 or under the conditions described in Section 14.03,
from making Securities Payments, or (b) the application by the Trustee of any money deposited with it hereunder to Securities
Payments or the retention of such Securities Payment by the Holders, if, at the time of such application by the Trustee, it did
not have knowledge that such Securities Payment would have been prohibited by the provisions of this Article.


 


Section
14.05. Subrogation to Rights of Holders of Senior Debt.


 


Subject
to the payment in full of all amounts due or to become due on or in respect of Senior Debt, or the provision for such payment,
in cash or Cash Equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of the Securities
shall be subrogated (equally and ratably with the holders of all Indebtedness of the Company which by its express terms is subordinated
to Indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Debt and is entitled
to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Debt) to the rights of
the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior
Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation,
no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions
of this Article to the holders of Senior Debt by Holders of the Securities or the Trustee, shall, as among the Company, its creditors
other than holders of Senior Debt and the Holders of the Securities, be deemed to be a payment or distribution by the Company
to or on account of the Senior Debt.


 


Section
14.06. Provisions Solely to Define Relative Rights.


 


The
provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one
hand and the holders of Senior Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in
the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Debt and the
Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities
the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance
with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the
Company other than the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of
the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.


 


Section
14.07. Trustee to Effectuate Subordination.


 


Each
Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact
for any and all such purposes.


 


Section
14.08. No Waiver of Subordination Provisions.


 


No
right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise charged with.


 




    	 	51	 



    	 		 



    

 


Without
in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders
of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of
the Holders of the Securities to the holders of Senior Debt, do any one or more of the following: (a) change the manner, place
or terms of payment or extend the time of payment of, or renew, increase or alter, Senior Debt, or otherwise amend or supplement
in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person
liable in any manner for the payment or collection of Senior Debt; and (d) exercise or refrain from exercising any rights against
the Company and any other Person.


 


Section
14.09. Notice to Trustee.


 


The
Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making
of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 6.01, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business
Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation,
the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for
which such money was received and shall not be affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.


 


Subject
to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder
of Senior Debt (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.


 


Section
14.10. Reliance on Judicial Order or Certificate of Liquidating Agent.


 


Upon
any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section
6.01, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction
in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or
to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution,
the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article.


 




    	 	52	 



    	 		 



    

 


Section
14.11. Trustee Not Fiduciary for Holders of Senior Debt.


 


The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders
if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise.


 


Section
14.12. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights.


 


The
Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Debt
which may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.


 


Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07


 


Section
14.13. Article Applicable to Paying Agents.


 


In
case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder,
the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that Section 14.14 shall
not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


Section
14.14. Defeasance of this Article Fourteen.


 


The
subordination of the Securities provided by this Article is expressly made subject to the provisions for defeasance or covenant
defeasance in Article Thirteen hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of any such
defeasance or covenant defeasance, the Securities then outstanding shall thereupon cease to be subordinated pursuant to this Article
Fourteen.


 


[Signatures
on following page]


 




    	 	53	 



    	 		 



    

 


This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument. In proving the existence of this Indenture it shall
not be necessary to produce more than one copy.


 


	 	SIGNATURES
	 	 
	Dated
    as of	ISSUER:
	 	CEMTREX,
    INC.
	 	 	 
	 	By:	 
	 	Name:	                  
	 	Title:	 


 


	 	TRUSTEE
	 	[              ],
    AS TRUSTEE
	 	 	 
	 	By:	 
	 	Name:	         
	 	Title:	 


 




    	 	54