CYTOMEDIX, INC. 


 


and


 


_______________________, as Trustee


 


INDENTURE


 


Dated as of _____________


 



    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	CROSS-REFERENCE TABLE	v
	 	 
	RECITALS OF THE COMPANY	1
	 	 
	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 
	1.1.	DEFINITIONS	1
	 	 	 
	1.2.	OTHER DEFINITIONS	4
	 	 	 
	1.3.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	5
	 	 	 
	1.4.	RULES OF CONSTRUCTION	5
	 	 	 
	ARTICLE 2 THE SECURITIES	6
	 	 	 
	2.1.	ISSUABLE IN SERIES	6
	 	 	 
	2.2.	ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES	6
	 	 	 
	2.3.	EXECUTION AND AUTHENTICATION	8
	 	 	 
	2.4.	REGISTRAR AND PAYING AGENT	8
	 	 	 
	2.5.	PAYING AGENT TO HOLD ASSETS IN TRUST	9
	 	 	 
	2.6.	SECURITYHOLDER LISTS	9
	 	 	 
	2.7.	TRANSFER AND EXCHANGE	9
	 	 	 
	2.8.	REPLACEMENT SECURITIES	10
	 	 	 
	2.9.	OUTSTANDING SECURITIES	10
	 	 	 
	2.10.	TREASURY SECURITIES; DETERMINATION OF HOLDERS’ ACTION	10
	 	 	 
	2.11.	TEMPORARY SECURITIES	11
	 	 	 
	2.12.	CANCELLATION	11
	 	 	 
	2.13.	PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST	11
	 	 	 
	2.14.	CUSIP NUMBER	11
	 	 	 
	2.15.	PROVISIONS FOR GLOBAL SECURITIES	12
	 	 	 
	2.16.	PERSONS DEEMED OWNERS	12
	 	 	 
	ARTICLE 3 REDEMPTION	13
	 	 	 
	3.1.	NOTICES TO TRUSTEE	13
	 	 	 
	3.2.	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	13
	 	 	 
	3.3.	NOTICE OF REDEMPTION	13
	 	 	 
	3.4.	EFFECT OF NOTICE OF REDEMPTION	14
	 	 	 
	3.5.	DEPOSIT OF REDEMPTION PRICE	14
	 	 	 
	3.6.	SECURITIES REDEEMED IN PART	14
	 	 	 
	ARTICLE 4 COVENANTS	15
	 	 	 
	4.1.	PAYMENT OF SECURITIES	15


 



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	4.2.	SEC REPORTS	15
	 	 	 
	4.3.	WAIVER OF STAY, EXTENSION OR USURY LAWS	15
	 	 	 
	4.4.	COMPLIANCE CERTIFICATE	15
	 	 	 
	4.5.	CORPORATE EXISTENCE	16
	 	 	 
	ARTICLE 5 SUCCESSOR CORPORATION	16
	 	 	 
	5.1.	LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS	16
	 	 	 
	5.2.	SUCCESSOR PERSON SUBSTITUTED	16
	 	 	 
	ARTICLE 6 DEFAULTS AND REMEDIES	17
	 	 	 
	6.1.	EVENTS OF DEFAULT	17
	 	 	 
	6.2.	ACCELERATION	18
	 	 	 
	6.3.	REMEDIES	18
	 	 	 
	6.4.	WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT	18
	 	 	 
	6.5.	CONTROL BY MAJORITY	18
	 	 	 
	6.6.	LIMITATION ON SUITS	19
	 	 	 
	6.7.	RIGHTS OF HOLDERS TO RECEIVE PAYMENT	19
	 	 	 
	6.8.	COLLECTION SUIT BY TRUSTEE	19
	 	 	 
	6.9.	TRUSTEE MAY FILE PROOFS OF CLAIM	19
	 	 	 
	6.10.	PRIORITIES	20
	 	 	 
	6.11.	UNDERTAKING FOR COSTS	20
	 	 	 
	ARTICLE 7 TRUSTEE	20
	 	 	 
	7.1.	DUTIES OF TRUSTEE	20
	 	 	 
	7.2.	RIGHTS OF TRUSTEE	21
	 	 	 
	7.3.	INDIVIDUAL RIGHTS OF TRUSTEE	22
	 	 	 
	7.4.	TRUSTEE’S DISCLAIMER	22
	 	 	 
	7.5.	NOTICE OF DEFAULT	22
	 	 	 
	7.6.	REPORTS BY TRUSTEE TO HOLDERS	22
	 	 	 
	7.7.	COMPENSATION AND INDEMNITY	23
	 	 	 
	7.8.	REPLACEMENT OF TRUSTEE	23
	 	 	 
	7.9. 	SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION	24
	 	 	 
	7.10.	ELIGIBILITY; DISQUALIFICATION	24
	 	 	 
	7.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	24
	 	 	 
	7.12.	PAYING AGENT	24
	 	 	 
	ARTICLE 8 AMENDMENTS, SUPPLEMENTS AND WAIVERS	25
	 	 	 
	8.1.	WITHOUT CONSENT OF HOLDERS	25
	 	 	 
	8.2.	WITH CONSENT OF HOLDERS	25


 



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	8.3.	COMPLIANCE WITH TRUST INDENTURE ACT	26
	 	 	 
	8.4.	REVOCATION AND EFFECT OF CONSENTS	26
	 	 	 
	8.5.	NOTATION ON OR EXCHANGE OF SECURITIES	27
	 	 	 
	8.6.	TRUSTEE TO SIGN AMENDMENTS, ETC	27
	 	 	 
	ARTICLE 9 DISCHARGE OF INDENTURE; DEFEASANCE	27
	 	 	 
	9.1.	DISCHARGE OF INDENTURE	27
	 	 	 
	9.2.	LEGAL DEFEASANCE	27
	 	 	 
	9.3.	COVENANT DEFEASANCE	28
	 	 	 
	9.4.	CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE	28
	 	 	 
	9.5.	DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	29
	 	 	 
	9.6.	REINSTATEMENT	29
	 	 	 
	9.7.	MONEYS HELD BY PAYING AGENT	30
	 	 	 
	9.8.	MONEYS HELD BY TRUSTEE	30
	 	 	 
	ARTICLE 10 MISCELLANEOUS	30
	 	 	 
	10.1.	TRUST INDENTURE ACT CONTROLS	30
	 	 	 
	10.2.	NOTICES	30
	 	 	 
	10.3.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	31
	 	 	 
	10.4.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	31
	 	 	 
	10.5.	STATEMENT REQUIRED IN CERTIFICATE AND OPINION	31
	 	 	 
	10.6.	RULES BY TRUSTEE AND AGENTS.	32
	 	 	 
	10.7.	BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT	32
	 	 	 
	10.8.	GOVERNING LAW.	32
	 	 	 
	10.9.	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	32
	 	 	 
	10.10.	NO RECOURSE AGAINST OTHERS.	32
	 	 	 
	10.11.	SUCCESSORS	32
	 	 	 
	10.12.	MULTIPLE COUNTERPARTS.	33
	 	 	 
	10.13.	TABLE OF CONTENTS, HEADINGS, ETC	33
	 	 	 
	10.14.	SEVERABILITY	33
	 	 	 
	10.15.	SECURITIES IN A FOREIGN CURRENCY OR IN EURO	33
	 	 	 
	10.16.	JUDGMENT CURRENCY	34






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CROSS-REFERENCE TABLE


 



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INDENTURE, dated as
of ______________,______, by and between Cytomedix, Inc., a corporation duly organized and existing under the laws of the State
of Delaware, as Issuer (the “Company”) and _________________, a __________________ organized under the laws of _________________________,
as Trustee (the “Trustee”).


 


RECITALS
OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE 1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


		1.1.	DEFINITIONS.



 


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


 


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


 


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


 


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


 


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


 


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


 


“Company Order”
means a written order signed in the name of the Company by two Officers, one of whom must be its Chief Executive Officer or its
Chief Financial Officer.


 



    	 



    	 



    

 


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


 


“Corporate Trust
Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered.


 


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


 


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


 


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


 


“Euro”
means the single currency to be introduced at the start of the third stage of economic and monetary union pursuant to the treaty
establishing the European Economic Community, as amended by the Treaty on European Union signed at Maastricht on February 7, 1992.


 


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


 


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


 


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


 


“GAAP”
means generally accepted accounting principles consistently applied as in effect in the United States from time to time.


 


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


 


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


 


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


 


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


 



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


 


“Lien”
means, with respect to any property or assets of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, security interest, lien, charge, easement, encumbrance, preference, priority, or other security agreement
or preferential arrangement of any kind or nature whatsoever on or with respect to such property or assets (including, without
limitation, any capitalized lease obligation, conditional sales, or other title retention agreement having substantially the same
economic effect as any of the foregoing).


 


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


 


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


 


“Officers’
Certificate” means, with respect to any Person, a certificate signed by the Chairman, Chief Executive Officer, the President
or any Senior or Executive Vice President, and the Chief Financial Officer or any Treasurer of such Person that shall comply with
applicable provisions of this Indenture.


 


“Opinion of Counsel”
means a written opinion from legal counsel which counsel is reasonably acceptable to the Trustee. The counsel may be an employee
of or counsel to the Company.


 


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


 


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


 


“Responsible
Officer” when used with respect to the Trustee, means any officer within the corporate trust department or division of the
Trustee (or any successor group of the Trustee) 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.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


“TIA” means
the Trust Indenture Act of 1939 as in effect on the date of this Indenture (except as provided in Section 8.3 hereof).


 


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


 


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


 


		1.2.	OTHER DEFINITIONS.



 


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


 


	TERM	DEFINED IN SECTION
	“Bankruptcy Law”	6.1
	“Business Day”	10.7
	“Covenant Defeasance”	9.3
	“Custodian”	6.1
	“Event of Default”	6.1
	“Journal”	10.15
	“Judgment Currency”	10.16
	“Legal Defeasance”	9.2
	“Legal Holiday”	10.7
	“Market Exchange Rate”	10.15
	“New York Banking Day”	10.16
	“Paying Agent”	2.4
	“Place of Payment”	10.7


 



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	TERM	DEFINED IN SECTION
	“Registrar”	2.4
	“Required Currency”	10.16
	“Service Agent”	2.4


 


		1.3.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.



 


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


 


“Commission”
means the SEC.


 


“indenture securities”
means the Securities.


 


“indenture securityholder”
means a Holder or Securityholder.


 


“indenture to
be qualified” means this Indenture.


 


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


 


“obligor on the
indenture securities” means the Company.


 


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


 


		1.4.	RULES OF CONSTRUCTION.



 


Unless the context
otherwise requires:


 


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


 


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


 


(3) “or”
is not exclusive;


 


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


 


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


 


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


 



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ARTICLE 2



THE SECURITIES


 


		2.1.	ISSUABLE IN SERIES.



 


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


 


		2.2.	ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.



 


At or prior to the
issuance of any Securities within a Series, the following shall be established [(as to the Series generally, in the case of Subsection
2.2(1) and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2(2) through
2.2(24)] by a Board Resolution, a supplemental indenture or an Officers’ Certificate, in each case, pursuant to authority
granted under a Board Resolution:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(20) the terms
and conditions, if any, for conversion of the Securities into or exchange of the Securities for shares of common stock or preferred
stock of the Company that apply to Securities of the Series;


 


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


 


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


 


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


 


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


 


All Securities of any
one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture,
if so provided by or pursuant to the Board Resolution, supplemental indenture or Officers’ Certificate referred to above,
and the authorized principal amount of any Series may not be increased to provide for issuances of additional Securities of such
Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate.


 



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		2.3.	EXECUTION AND AUTHENTICATION.



 


The Securities shall
be executed on behalf of the Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Each
such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on
the Securities and may be in facsimile form.


 


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


 


A Security shall not
be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’
Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing. Each Security shall be dated the date of its authentication.


 


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


 


Prior to the issuance
of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities
of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that
Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.


 


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


 


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


 


		2.4.	REGISTRAR AND PAYING AGENT.



 


The Company shall maintain
in each Place of Payment for any Series of Securities (i) an office or agency where such Securities may be presented for registration
of transfer or for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment
(“Paying Agent”), provided, that at the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the register for the Securities maintained by the Registrar,
and (iii) an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture
may be served (“Service Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange.
The Company may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall
fail to maintain any such required office or to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the address of the Trustee as set forth in Section 10.2. If the Company acts as Paying Agent,
it shall segregate the money held by it for the payment of principal of and premium, if any, and interest on the Securities and
hold it as a separate trust fund. The Company may change any Paying Agent, Registrar or co-registrar without notice to any Securityholder.


 



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


 


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


 


		2.5.	PAYING AGENT TO HOLD ASSETS IN TRUST.



 


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


 


		2.6.	SECURITYHOLDER LISTS.



 


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


 


		2.7.	TRANSFER AND EXCHANGE.



 


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


 


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


 


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


 



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


 


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


 


		2.8.	REPLACEMENT SECURITIES.



 


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


 


		2.9.	OUTSTANDING SECURITIES.



 


Securities outstanding
at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
and those described in this Section 2.9 as not outstanding.


 


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


 


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


 


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


 


		2.10.	TREASURY SECURITIES; DETERMINATION OF HOLDERS’ ACTION.



 


In determining whether
the Holders of the required aggregate principal amount of the Securities of any Series have concurred in any direction, waiver
or consent, the Securities of any Series owned by the Company or any other obligor on such Securities or by any Affiliate of any
of them shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Securities of such Series which the Trustee actually knows are so owned shall be so
disregarded. Securities of such Series so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Securities of such Series and that the
pledgee is not the Company or any other obligor upon the Securities of such Series or any Affiliate of any of them.


 



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		2.11.	TEMPORARY SECURITIES.



 


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


 


		2.12.	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 for cancellation. 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. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee or, at the direction of
the Trustee, the Registrar or the Paying Agent, and no one else, shall cancel and at the written request of the Company, shall
dispose of all Securities surrendered for transfer, exchange, payment or cancellation. If the Company shall acquire any of the
Securities, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.12. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 2.12, except as expressly permitted
by this Indenture.


 


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



 


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


 


If the Company defaults
in a payment of interest on the Securities, it shall pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the Persons who are Securityholders on a subsequent special record date, which date shall be
the fifteenth day next preceding the date fixed by the Company for the payment of defaulted interest or the next succeeding Business
Day if such date is not a Business Day. At least 15 days before the special record date, the Company shall mail or cause to be
mailed to each Securityholder, with a copy to the Trustee, a notice that states the special record date, the payment date, and
the amount of defaulted interest, and interest payable on such defaulted interest, if any, to be paid.


 


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


 


		2.14.	CUSIP NUMBER.



 


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


 



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		2.15.	PROVISIONS FOR GLOBAL SECURITIES.



 


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


 


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


 


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


 


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


 


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


 


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


 


(f) Except as
provided in Section 2.15(e), the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal amount
of outstanding Securities of any Series represented by a Global Security as shall be specified in a written statement of the Depository
(which may be in the form of a participants’ list for such Series) with respect to such Global Security, for purposes of
obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture, provided
that until the Trustee is so provided with a written statement, it may treat the Depository or any other Person in whose name a
Global Security is registered as the owner of such Global Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 2.13) any interest on such Global Security and for all other purposes whatsoever, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


		2.16.	PERSONS DEEMED OWNERS.



 


Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee, the Registrar and any agent of the Company, the Registrar
or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Section 2.13) any interest on such Security and for all other
purposes whatsoever, and neither the Company, the Trustee, the Registrar nor any agent of the Company, the Registrar or the Trustee
shall be affected by notice to the contrary.


 



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ARTICLE 3



REDEMPTION


 


		3.1.	NOTICES TO TRUSTEE.



 


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


 


		3.2.	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.



 


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


 


The Trustee shall make
the selection from Securities of a Series outstanding and not previously called for redemption and shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal
amount thereof to be redeemed at least 35 but not more than 60 days before the Redemption Date. Securities of a Series in denominations
of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions of the principal of Securities of a Series
that have denominations larger than $1,000. Securities of a Series and portions of them it selects shall be in amounts of $1,000
or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2(10), the minimum principal
denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities called for redemption
also apply to portions of Securities called for redemption.


 


		3.3.	NOTICE OF REDEMPTION.



 


Unless otherwise indicated
for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days,
and no more than 60 days, before a Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class
mail to each Holder of Securities to be redeemed at his or her last address as the same appears on the registry books maintained
by the Registrar. The notice shall identify the Securities to be redeemed (including the CUSIP number(s) thereof, if any) and shall
state:


 


(1) the Redemption
Date;


 


(2) the redemption
price, and that such redemption price shall become due and payable on the Redemption Date;


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


At the Company’s
request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s sole expense.


 


		3.4.	EFFECT OF NOTICE OF REDEMPTION.



 


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


 


		3.5.	DEPOSIT OF REDEMPTION PRICE.



 


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


 


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


 


		3.6.	SECURITIES REDEEMED IN PART.



 


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


 



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ARTICLE 4



COVENANTS


 


		4.1.	PAYMENT OF SECURITIES.



 


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


 


An installment of principal
or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for
and sufficient to pay such installment and is not prohibited from paying such money to the Holders pursuant to the terms of this
Indenture or otherwise.


 


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


 


		4.2.	SEC REPORTS.



 


The Company will deliver
to the Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual report and of the information
documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company will file with the SEC, to the extent permitted, and provide the Trustee, with such quarterly and annual reports
and such information, documents and other reports specified in Section 13 and 15(d) of the Exchange Act. The Company will also
comply with the other provisions of TIA Section 314(a).


 


		4.3.	WAIVER OF STAY, EXTENSION OR USURY LAWS.



 


The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, or plead (as a defense or otherwise) or in
any manner whatsoever claim or take the benefit or advantage of, any stay, extension, usury or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of, premium, if any, and/or interest on the Securities as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture;
and (to the extent that they may lawfully do so) the Company 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.


 


		4.4.	COMPLIANCE CERTIFICATE.



 


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


 



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(b) (i) If any
Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect
to a claimed Default under this Indenture or the Securities, within five Business Days after its becoming aware of such occurrence
the Company shall deliver to the Trustee an Officers’ Certificate specifying such event, notice or other action and what
action the Company is taking or proposes to take with respect thereto.


 


		4.5.	CORPORATE EXISTENCE.



 


Subject to Article
5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence, in accordance with the organizational documents (as the same may be amended from time to time) of the Company and the
rights (charter and statutory), licenses and franchises of the Company; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or its corporate existence, if the 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 adverse
in any material respect to the Holders.


 


ARTICLE 5



SUCCESSOR CORPORATION


 


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



 


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


 


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


 


		5.2.	SUCCESSOR PERSON SUBSTITUTED.



 


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


 



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ARTICLE 6



DEFAULTS AND REMEDIES


 


		6.1.	EVENTS OF DEFAULT.



 


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


 


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


 


(2) there is a
default in the payment of any interest on any Security of a Series when the same becomes due and payable and the Default continues
for a period of 90 days;


 


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


 


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


 


(A) commences a voluntary case,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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		6.2.	ACCELERATION.



 


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


 


		6.3.	REMEDIES.



 


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


 


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


 


		6.4.	WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.



 


Subject to Sections
6.2, 6.7 and 8.2 hereof, the Holders of a majority in principal amount of the Securities of any Series then outstanding have the
right to waive any existing Default or Event of Default with respect to such Series or compliance with any provision of this Indenture
(with respect to such Series) or the Securities of such Series. Upon any such waiver, such Default with respect to such Series
shall cease to exist, and any Event of Default with respect to such Series arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereto. This Section 6.4 shall be in lieu of TIA Section 316(a)(1)(B), and TIA Section 316(a)(1)(B)
is hereby expressly excluded from this Indenture and Section as permitted by the TIA.


 


		6.5.	CONTROL BY MAJORITY.



 


Subject to Sections
6.2, 6.7 and 8.2 hereof, the Holders of a majority in principal amount of the Securities of any Series then outstanding may direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee by this Indenture with respect to such Series. The Trustee, however, may refuse to follow any direction
that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of another Securityholder
or that may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction. This Section 6.5 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section
316(a)(1)(A) is hereby expressly excluded from this Indenture and Section as permitted by the TIA.


 



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		6.6.	LIMITATION ON SUITS.



 


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


 


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


 


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


 


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


 


(4) the Trustee
does not comply with the request within 90 days after receipt of the request and the offer of indemnity; and


 


(5) no direction
inconsistent with such written request has been given to the Trustee during such 90-day period by the Holders of a majority in
aggregate principal amount of the Securities of such Series then outstanding.


 


A Securityholder may
not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.


 


		6.7.	RIGHTS OF HOLDERS TO RECEIVE PAYMENT.



 


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


 


		6.8.	COLLECTION SUIT BY TRUSTEE.



 


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


 


		6.9.	TRUSTEE MAY FILE PROOFS OF CLAIM.



 


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


 



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


 


		6.10.	PRIORITIES.



 


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


 


FIRST: to the Trustee
for amounts due under Section 7.7 hereof;


 


SECOND: to Securityholders
for amounts then due and unpaid for principal, premium, if any, 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; and


 


THIRD: to the Company.


 


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


 


		6.11.	UNDERTAKING FOR COSTS.



 


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


 


ARTICLE 7



TRUSTEE


 


		7.1.	DUTIES OF TRUSTEE.



 


(a) If an Event
of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture
and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the same circumstances
in the conduct of his own affairs.


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


(f) The Trustee
and Paying Agent shall not be liable for interest on any money received by it except as the Trustee and Paying Agent may agree
in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required
by the law.


 


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


 


		7.2.	RIGHTS OF TRUSTEE.



 


(a) Subject
to Section 7.1 hereof:


 


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


 


(2) Before the
Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall
conform to the provisions of Section 10.5 hereof. The Trustee shall be protected and shall not be liable for any action it takes
or omits to take in good faith in reliance on such certificate or opinion.


 


(3) The Trustee
may act through agents and attorneys and shall not be responsible for the misconduct or negligence of any agent appointed by it
with due care.


 


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


 


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


 



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(6) The Trustee
shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction
of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.


 


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


 


(8) Unless otherwise
expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’
Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed
with it hereunder, except to make them available for inspection, at reasonable times, by Securityholders, it being understood that
delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt
of such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.4).


 


		7.3.	INDIVIDUAL RIGHTS OF TRUSTEE.



 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities and may make loans to, accept deposits from, perform
services for or otherwise deal with the Company, or any Affiliate thereof, with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11 hereof.


 


		7.4.	TRUSTEE’S DISCLAIMER.



 


The Trustee makes no
representation as to the validity or adequacy of this Indenture or the Securities (except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture and authenticate the Securities and perform its obligations hereunder), it
shall not be accountable for the Company’s use of the proceeds from the sale of Securities or any money paid to the Company
pursuant to the terms of this Indenture and it shall not be responsible for any statement in the Securities other than its certificates
of authentication.


 


		7.5.	NOTICE OF DEFAULT.



 


If a Default or an
Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to the Trustee, the Trustee
shall mail to each Securityholder of the Securities of that Series notice of the Default or the Event of Default, as the case may
be, within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event
of Default (except if such Default or Event of Default has been validly cured or waived before the giving of such notice). Except
in the case of a Default or an Event of Default in payment of the principal of, or premium, if any, or interest on any Security
of any Series, the Trustee may withhold the notice if and so long as the Board of Directors of the Trustee, the executive committee
or any trust committee of such board and/or its Responsible Officers in good faith determine(s) that withholding the notice is
in the interests of the Securityholders of that Series.


 


		7.6.	REPORTS BY TRUSTEE TO HOLDERS.



 


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


 


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


 



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		7.7.	COMPENSATION AND INDEMNITY.



 


The Company shall pay
to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited
by any provision of law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee within 45 days
after receipt of request for all reasonable out-of-pocket disbursements and expenses incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents
and counsel.


 


The Company shall indemnify
the Trustee for, and hold it harmless against, any and all loss or liability incurred by it in connection with the acceptance or
performance of its duties under this Indenture including the reasonable costs and expenses of defending itself against any claim
or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify
the Company promptly of any claim asserted against the Trustee for which it may seek indemnity.


 


The failure by the
Trustee to so notify the Company shall not however relieve the Company of its obligations. Notwithstanding the foregoing, the Company
need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee through its
negligence or bad faith. To secure the payment obligations of the Company in this Section 7.7, the Trustee shall have a lien prior
to the Securities of any Series on all money or property held or collected by the Trustee except such money or property held in
trust to pay principal of and interest and premium (if any) on particular Securities of that Series.


 


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


 


For purposes of this
Section 7.7, the term “Trustee” shall include any trustee appointed pursuant to Article 9.


 


		7.8.	REPLACEMENT OF TRUSTEE.



 


The Trustee may resign
with respect to the Securities of one or more Series by so notifying the Company in writing at least 90 days in advance of such
resignation.


 


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


 


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


 


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


 


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


 


(4) the Trustee
otherwise becomes incapable of acting.


 


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


 


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


 



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


 


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery,
(i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7 hereof, transfer all
property held by it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective, and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor Trustee with respect to the Securities of one or more Series shall mail
notice of its succession to each Securityholder of such Series.


 


		7.9.	SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.



 


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


 


		7.10.	ELIGIBILITY; DISQUALIFICATION.



 


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


 


		7.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.



 


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


 


		7.12.	PAYING AGENT.



 


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


 


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


 


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


 


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


 



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ARTICLE 8



AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


		8.1.	WITHOUT CONSENT OF HOLDERS.



 


The Company, when authorized
by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without notice
to or consent of any Securityholder:


 


(1) to comply
with Section 5.1 hereof;


 


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


 


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


 


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


 


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


 


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


 


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


 


		8.2.	WITH CONSENT OF HOLDERS.



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


(b) Upon the
request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon
the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Securityholders as aforesaid
and upon receipt by the Trustee of the documents described in Section 8.6 hereof, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental
indenture.


 


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


 


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


 


		8.3.	COMPLIANCE WITH TRUST INDENTURE ACT.



 


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


 


		8.4.	REVOCATION AND EFFECT OF CONSENTS.



 


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


 


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


 


After an amendment,
supplement, waiver or other action becomes effective, it shall bind every Securityholder, unless it makes a change described in
any of clauses (1) through (9) of Section 8.2 hereof. In that case the amendment, supplement, waiver or other action shall bind
each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder’s Security; provided that any such waiver shall not impair or affect the right of
any Holder to receive payment of principal of and interest and premium (if any) on a Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such payment on or after such respective dates without
the consent of such Holder.


 



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		8.5.	NOTATION ON OR EXCHANGE OF SECURITIES.



 


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


 


		8.6.	TRUSTEE TO SIGN AMENDMENTS, ETC.



 


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


 


ARTICLE 9



DISCHARGE OF INDENTURE; DEFEASANCE


 


		9.1.	DISCHARGE OF INDENTURE.



 


The Company may terminate
its obligations under the Securities of any Series and this Indenture with respect to such Series, except the obligations referred
to in the last paragraph of this Section 9.1, if there shall have been canceled by the Trustee or delivered to the Trustee for
cancellation all Securities of such Series theretofore authenticated and delivered (other than any Securities of such Series that
are asserted to have been destroyed, lost or stolen and that shall have been replaced as provided in Section 2.8 hereof) and the
Company has paid all sums payable by it hereunder or deposited all required sums with the Trustee.


 


After such delivery
the Trustee upon request shall acknowledge in a writing prepared by or on behalf of the Company the discharge of the Company’s
obligations under the Securities of such Series and this Indenture except for those surviving obligations specified below.


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company in Sections 7.7, 9.5 and 9.6 hereof shall survive.


 


		9.2.	LEGAL DEFEASANCE.



 


The Company may at
its option, by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon
which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by
the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar
as such Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.6 hereof, execute
proper instruments acknowledging the same, as are delivered to it by the Company), except for the following which shall survive
until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive
solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such section, payments in respect of
the principal of, premium, if any, and interest on the Securities of such Series when such payments are due, (B) the Company’s
obligations with respect to the Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the rights,
powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant
to Section 7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9, the Company may exercise its option under
this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3
below with respect to the Securities of such Series.


 



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		9.3.	COVENANT DEFEASANCE.



 


At the option of the
Company, pursuant to a Board Resolution, the Company shall be released from its obligations with respect to the outstanding Securities
of any Series under Sections 4.2 through 4.5 hereof, inclusive, and Section 5.1 hereof, with respect to the outstanding Securities
of such Series, on and after the date the conditions set forth in Section 9.4 hereof are satisfied (hereinafter, “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such specified section or portion thereof, whether directly
or indirectly by reason of any reference elsewhere herein to any such specified Section or portion thereof or by reason of any
reference in any such specified section or portion thereof to any other provision herein or in any other document, but the remainder
of this Indenture and the Securities of any Series shall be unaffected thereby.


 


		9.4.	CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.



 


The following shall
be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series:


 


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


 


(2) no Event of
Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit,
or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or,
if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the
Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood
that this condition shall not be deemed satisfied until the expiration of such period);


 


(3) such Legal
Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect
to any securities of the Company;


 


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


 


(5) the Company
shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance,
neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940,
as amended;


 



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(6) in the case
of an election under Section 9.2 above, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i)
the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that or (ii)
there has been a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the
Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for
Federal income tax purposes solely as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts,
in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance
had not occurred;


 


(7) in the case
of an election under Section 9.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes
as a result of such Covenant Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(8) the Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance
under Section 9.3 hereof (as the case may be) have been complied with;


 


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


 


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


 


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



 


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


 


The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the principal, premium, if any, and interest received
in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding
Securities.


 


Anything in this Article
9 to the contrary notwithstanding, but subject to payment of any of its outstanding fees and expenses, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money, U.S. Government Obligations or Foreign Government Obligations
held by it as provided in Section 9.4 hereof 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 an equivalent Legal Defeasance or Covenant Defeasance.


 


		9.6.	REINSTATEMENT.



 


If the Trustee or Paying
Agent is unable to apply any money, U.S. Government Obligations or Foreign Government Obligations in accordance with Section 9.1,
9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 9 until such time as the
Trustee or Paying Agent is permitted to apply all such money, U.S. Government Obligations or Foreign Government Obligations, as
the case may be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however, that if the Company has made any payment
of principal of, premium, if any, or accrued interest on any Securities because of the reinstatement of their obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee or Paying Agent.


 



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		9.7.	MONEYS HELD BY PAYING AGENT.



 


In connection with
the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.1
hereof, to the Company, and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.


 


		9.8.	MONEYS HELD BY TRUSTEE.



 


Any moneys deposited
with the Trustee or any Paying Agent or then held by the Company in trust for the payment of the principal of, or premium, if any,
or interest on any Security that are not applied but remain unclaimed by the Holder of such Security for two years after the date
upon which the principal of, or premium, if any, or interest on such Security shall have respectively become due and payable shall
be repaid to the Company upon Company Request, or if such moneys are then held by the Company in trust, such moneys shall be released
from such trust; and the Holder of such Security entitled to receive such payment shall thereafter, as an unsecured general creditor,
look only to the Company for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money shall thereupon cease; provided, however, that the Trustee or any such Paying Agent, before being required to make any such
repayment, may, at the expense of the Company, either mail to each Securityholder affected, at the address shown in the register
of the Securities maintained by the Registrar or cause to be published once a week for two successive weeks, in a newspaper published
in the English language, customarily published each Business Day and of general circulation in the City of New York, New York,
a 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 mailing or publication, any unclaimed balance of such moneys then remaining will be repaid to the Company. After
payment to the Company or the release of any money held in trust by the Company, Securityholders entitled to the money must look
only to the Company for payment as general creditors unless applicable abandoned property law designates another Person.


 


ARTICLE 10



MISCELLANEOUS


 


		10.1.	TRUST INDENTURE ACT CONTROLS.



 


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


 


		10.2.	NOTICES.



 


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


 


If to the Company:


Cytomedix, Inc.


209 Perry Parkway,
Suite 9


Gaithersburg, MD
20877


Attention: Chief
Executive Officer


 


Copy to:


 



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If to the Trustee:


 


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


 


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


 


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


 


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


 


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


 


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


 


		10.3.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.



 


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


 


		10.4.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.



 


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


 


(1) an Officers’
Certificate (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(2) an Opinion
of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.


 


		10.5.	STATEMENT REQUIRED IN CERTIFICATE AND OPINION.



 


Each certificate and
opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section
4.4 hereof) shall include:


 



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


 


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


 


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


 


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


 


		10.6.	RULES BY TRUSTEE AND AGENTS.



 


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


 


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



 


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


 


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


 


		10.8.	GOVERNING LAW.



 


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


 


		10.9.	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.



 


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


 


		10.10.	NO RECOURSE AGAINST OTHERS.



 


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


 


		10.11.	SUCCESSORS.



 


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


 



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		10.12.	MULTIPLE COUNTERPARTS.



 


The parties may sign
multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent
one and the same agreement.


 


		10.13.	TABLE OF CONTENTS, HEADINGS, ETC.



 


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


 


		10.14.	SEVERABILITY.



 


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


 


		10.15.	SECURITIES IN A FOREIGN CURRENCY OR IN EURO.



 


Unless otherwise specified
in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 of this
Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular
action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin
or currency other than Dollars (including Euros), then the principal amount of Securities of such Series which shall be deemed
to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount
at the Market Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the
noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York;
provided, however, in the case of Euros, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the
European Union (or any successor thereto) as published in the Official Journal of the European Union (such publication or any successor
publication, the “Journal”). If such Market Exchange Rate is not available for any reason with respect to such currency,
the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of
New York or, in the case of Euros, the rate of exchange as published in the Journal, as of the most recent available date, or quotations
or, in the case of Euros, rates of exchange from one or more major banks in The City of New York or in the country of issue of
the currency in question or, in the case of Euros, in Luxembourg or such other quotations or, in the case of Euros, rates of exchange
as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining
the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with
any action taken by Holders of Securities pursuant to the terms of this Indenture.


 


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


 



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		10.16.	JUDGMENT CURRENCY.



 


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


 


IN WITNESS WHEREOF,
the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.


 


	 	CYTOMEDIX INC.
	 	By:
	 	 
	 	Name:
	 	 
	 	Title:
	 	 
	 	[Name of Trustee]
	 	By:
	 	 
	 	Name:
	 	 
	 	Title:
	 	 
	 	By:
	 	 
	 	Name:
	 	 
	 	Title:


 



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