Exhibit 4.3


 


IVERIC BIO, INC.


 


and


 







 



 


Trustee


 


INDENTURE


 


Dated as of                           


 


SENIOR DEBT SECURITIES


 






     


     


    

 


CROSS-REFERENCE TABLE(1)


 


	Section of

    Trust Indenture Act

    of 1939, as amended	 	Section of

    Indenture
	310(a)	 	6.09
	310(b)	 	6.08
	 	 	6.10
	310(c)	 	Inapplicable
	311(a)	 	6.13
	311(b)	 	6.13
	311(c)	 	Inapplicable
	312(a)	 	4.01

    4.04
	312(b)	 	4.04(c)
	312(c)	 	4.04(c)
	313(a)	 	4.03
	313(b)	 	4.03
	313(c)	 	4.03
	313(d)	 	4.03
	314(a)	 	4.02
	314(b)	 	Inapplicable
	314(c)	 	2.04

    8.04

    9.01(c)

    10.01(b)

    11.05
	314(d)	 	Inapplicable
	314(e)	 	11.05
	314(f)	 	Inapplicable
	315(a)	 	6.01

    6.02
	315(b)	 	5.11
	315(c)	 	6.01
	315(d)	 	6.01
	 	 	6.02
	315(e)	 	5.12
	316(a)	 	5.09

    5.10
	 	 	7.04
	316(b)	 	5.06

    5.10
	316(c)	 	7.02
	317(a)	 	5.04
	317(b)	 	3.04
	318(a)	 	11.07


 








 



 


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


 






     


     


    

 


TABLE OF CONTENTS


 




	ARTICLE
    1   DEFINITIONS	1
	Section 1.01   Certain
    Terms Defined	1
	ARTICLE 2   SECURITIES	5
	Section 2.01   Forms
    Generally	5
	Section 2.02   Form of
    Trustee’s Certificate of Authentication	6
	Section 2.03   Amount
    Unlimited; Issuable in Series	6
	Section 2.04   Authentication
    and Delivery of Securities	8
	Section 2.05   Execution
    of Securities	9
	Section 2.06   Certificate
    of Authentication	9
	Section 2.07   Denomination
    and Date of Securities; Payments of Interest	9
	Section 2.08   Registration,
    Transfer and Exchange	10
	Section 2.09   Mutilated,
    Defaced, Destroyed, Lost and Stolen Securities	11
	Section 2.10   Cancellation
    of Securities; Destruction Thereof	12
	Section 2.11   Temporary
    Securities	12
	Section 2.12   CUSIP
    Numbers	13
	ARTICLE 3   COVENANTS
    OF THE ISSUER	13
	Section 3.01   Payment
    of Principal and Interest	13
	Section 3.02   Offices
    for Payments, Etc	13
	Section 3.03   Appointment
    to Fill a Vacancy in Office of Trustee	13
	Section 3.04   Paying
    Agents	13
	Section 3.05   Written
    Statement to Trustee	14
	ARTICLE 4   SECURITYHOLDERS
    LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE	14
	Section 4.01   Issuer
    to Furnish Trustee Information as to Names and Addresses of Securityholders	14
	Section 4.02   Reports
    by the Issuer	15
	Section 4.03   Reports
    by the Trustee	15
	Section 4.04   Preservation
    of Information; Communication with Securityholders	15
	ARTICLE 5   REMEDIES
    OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	15
	Section 5.01   Event
    of Default Defined; Acceleration of Maturity; Waiver of Default	15
	Section 5.02   Collection
    of Debt by Trustee; Trustee May Prove Debt	17
	Section 5.03   Application
    of Proceeds	18
	Section 5.04   Suits
    for Enforcement	19
	Section 5.05   Restoration
    of Rights on Abandonment of Proceedings	19
	Section 5.06   Limitations
    on Suits by Securityholders	19
	Section 5.07   Unconditional
    Right of Securityholders to Institute Certain Suits	20
	Section 5.08   Powers
    and Remedies Cumulative; Delay or Omission Not Waiver of Default	20
	Section 5.09   Control
    by Holders of Securities	20
	Section 5.10   Waiver
    of Past Defaults	21
	Section 5.11   Trustee
    to Give Notice of Default	21
	Section 5.12   Right
    of Court to Require Filing of Undertaking to Pay Costs	21
	ARTICLE 6   CONCERNING
    THE TRUSTEE	21
	Section 6.01   Duties
    and Responsibilities of the Trustee; During Default; Prior to Default	21
	Section 6.02   Certain
    Rights of the Trustee	22
	Section 6.03   Trustee
    Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	23
	Section 6.04   Trustee
    and Agents May Hold Securities; Collections, Etc	23
	Section 6.05   Moneys
    Held by Trustee	23
	Section 6.06   Compensation
    and Indemnification of Trustee and Its Prior Claim	23
	Section 6.07   Right
    of Trustee to Rely on Officer’s Certificate, Etc	24



 






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	Section
    6.08   Disqualification; Conflicting Interests	24
	Section 6.09   Persons
    Eligible for Appointment as Trustee	24
	Section 6.10   Resignation
    and Removal; Appointment of Successor Trustee	24
	Section 6.11   Acceptance
    of Appointment by Successor Trustee	25
	Section 6.12   Merger,
    Conversion, Consolidation or Succession to Business of Trustee	26
	Section 6.13   Preferential
    Collection of Claims Against the Issuer	26
	ARTICLE 7   CONCERNING
    THE SECURITYHOLDERS	26
	Section 7.01   Evidence
    of Action Taken by Securityholders	26
	Section 7.02   Proof
    of Execution of Instruments and of Holding of Securities	27
	Section 7.03   Holders
    to Be Treated as Owners	27
	Section 7.04   Securities
    Owned by Issuer Deemed Not Outstanding	27
	Section 7.05   Right
    of Revocation of Action Taken	27
	ARTICLE 8   SUPPLEMENTAL
    INDENTURES	28
	Section 8.01   Supplemental
    Indentures Without Consent of Securityholders	28
	Section 8.02   Supplemental
    Indentures With Consent of Securityholders	29
	Section 8.03   Effect
    of Supplemental Indenture	30
	Section 8.04   Documents
    to Be Given to Trustee	30
	Section 8.05   Notation
    on Securities in Respect of Supplemental Indentures	30
	ARTICLE 9   CONSOLIDATION,
    MERGER, SALE OR CONVEYANCE	30
	Section 9.01   Issuer
    May Consolidate, Etc., on Certain Terms	30
	Section 9.02   Successor
    Issuer Substituted	31
	ARTICLE 10   SATISFACTION
    AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS	31
	Section 10.01   Satisfaction
    and Discharge of Indenture; Defeasance	31
	Section 10.02   Application
    by Trustee of Funds Deposited for Payment of Securities	34
	Section 10.03   Repayment
    of Moneys Held by Paying Agent	34
	Section 10.04   Return
    of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	35
	Section 10.05   Indemnity
    for U.S. Government Obligations and Foreign Government Obligations	35
	ARTICLE 11   MISCELLANEOUS
    PROVISIONS	35
	Section 11.01   No
    Recourse	35
	Section 11.02   Provisions
    of Indenture for the Sole Benefit of Parties and Holders of Securities	35
	Section 11.03   Successors
    and Assigns of Issuer Bound by Indenture	35
	Section 11.04   Notices
    and Demands on Issuer, Trustee and Holders of Securities	36
	Section 11.05   Officer’s
    Certificates and Opinions of Counsel; Statements to Be Contained Therein	36
	Section 11.06   Payments
    Due on Saturdays, Sundays and Holidays	37
	Section 11.07   Conflict
    of Any Provision of Indenture With Trust Indenture Act of 1939	37
	Section 11.08   New
    York Law to Govern	37
	Section 11.09   Counterparts	37
	Section 11.10   Effect
    of Headings	37
	Section 11.11   Actions
    by Successor	37
	Section 11.12   Severability	38
	ARTICLE 12   REDEMPTION
    OF SECURITIES AND SINKING FUNDS	38
	Section 12.01   Applicability
    of Article	38
	Section 12.02   Notice
    of Redemption; Partial Redemptions	38
	Section 12.03   Payment
    of Securities Called for Redemption	39
	Section 12.04   Exclusion
    of Certain Securities from Eligibility for Selection for Redemption	39
	Section 12.05   Mandatory
    and Optional Sinking Funds	39


 






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THIS INDENTURE, dated as of          
between IVERIC bio, Inc., a Delaware corporation (the “Issuer”), and         ,
a         (the “Trustee”),


 


W I T N E S S E T H :


 


WHEREAS, the Issuer may from time to time
duly authorize the issue of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series
(the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;


 


WHEREAS, the Issuer has duly authorized
the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration
of the Securities; and


 


WHEREAS, all things necessary to make this
Indenture a valid indenture and agreement according to its terms have been done;


 


NOW, THEREFORE:


 


In consideration of the premises and the
purchases of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective holders from time to time of the Securities as follows:


 


ARTICLE
1

DEFINITIONS


 


 


Section
1.01             Certain
Terms Defined.  The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this
Section.  All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of
which in the Securities Act of 1933, as amended are referred to in the Trust Indenture Act of 1939, including terms defined therein
by reference to the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act of 1933
as in force at the date of this Indenture.  All accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting principles, and the term “generally accepted
accounting principles” means such accounting principles as are generally accepted in the United States at the time of
any computation.  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.  The terms
defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.


 


 


“Additional Amounts”
means any additional amounts that are required by this Indenture or by any Security, under circumstances specified herein or therein,
to be paid by the Issuer in respect of certain taxes, assessments or other governmental charges imposed on Holders specified therein
and which are owing to such Holders.


 


“Applicable Procedures”
means, with respect to a Depositary, as to any matter at any time, the policies and procedures of such Depositary, if any, that
are applicable to such matter at such time.


 


“Board of Directors”
means either the Board of Directors of the Issuer or any committee of such Board duly authorized to act on its behalf.


 


“Board Resolution” means
a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted
by the Board of Directors and to be in full force and effect, and delivered to the Trustee.


 






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“Business Day” means,
with respect to any Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable,
as specified in the form of such Security, is not a day on which banking institutions are authorized or required by law or regulation
to close.


 


“Capital Stock” means
(a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of
a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (d) any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person, but excluding from all of the foregoing any Debt securities convertible into Capital Stock,
whether or not such Debt securities include any right of participation with Capital Stock.


 


“Commission” means the
Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if
at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act of 1939, then the body performing such duties on such date.


 


“Common Stock” means
shares of common stock, par value $0.001 per share, of the Issuer as the same exists at the date of execution and delivery of
this Indenture or as such stock may be reconstituted from time to time.


 


“Corporate Trust Office”
means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally
administered, which office is, at the date as of which this Indenture is dated, located at           .


 


“Debt” of any Person
means any debt for money borrowed which is created, assumed, incurred or guaranteed in any manner by such Person or for which
such Person is otherwise responsible or liable, and shall expressly include any such guaranty thereof by such Person.  For
the purpose of computing the amount of the Debt of any Person there shall be excluded all Debt of such Person for the payment
or redemption or satisfaction of which money or securities (or evidences of such Debt, if permitted under the terms of the instrument
creating such Debt) in the necessary amount shall have been deposited in trust with the proper depositary, whether upon or prior
to the maturity or the date fixed for redemption of such Debt; and, in any instance where Debt is so excluded, for the purpose
of computing the assets of such Person there shall be excluded the money, securities or evidences of Debt deposited by such Person
in trust for the purpose of paying or satisfying such Debt.


 


“Depositary” means,
with respect to the Securities of any series issuable or issued in the form of one or more Global Securities, the Person designated
as Depositary by the Issuer pursuant to Section 2.04 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who
is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used
with respect to the Securities of any such series shall mean the Depositary with respect to the Global Securities of that series.


 


“Dollar” means the currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


“Event of Default” means
any event or condition specified as such in Section 5.01.


 


“Foreign Currency” means
a currency issued by the government of a country other than the United States.


 


“Foreign Government Obligation”
means (a) a direct obligation of the government of a country other than the United States of America, backed by the full
faith and credit of such government, (b) an obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of such government, the payment of which is unconditionally guaranteed as a full faith and credit obligation by
such government or (c) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act of 1933) as custodian with respect to any Foreign Government Obligation which is specified in clause (a) and held by
such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or
interest on any such Foreign Government Obligation which is so specified and held, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Foreign Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt.


 






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“Global Security” means
a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section 2.04,
and bearing the legend prescribed in Section 2.04.


 


“Holder”, “holder”,
 “holder of Securities”, “Securityholder” or other similar terms mean the Person in whose
name such Security is registered in the Security register kept by the Issuer for that purpose in accordance with the terms hereof.


 


“Indenture” means this
instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder.


 


“interest”, unless the
context otherwise requires, refers to interest, and when used with respect to non-interest bearing Securities, refers to interest
payable after maturity, if any.


 


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


 


“Issuer” means IVERIC
bio, Inc., a Delaware corporation, and, subject to Article 9, its successors and assigns.


 


“Issuer Order” means
a written statement, request or order of the Issuer signed in its name by the chairman of the Board of Directors, the president
or any vice president of the Issuer.


 


“Notice of Default”
shall have the meaning set forth in Section 5.01(c).


 


“Officer’s Certificate”
means a certificate signed by the chairman of the Board of Directors, the president, any vice president, the treasurer, the secretary
or any assistant secretary of the Issuer and delivered to the Trustee.  Each such certificate shall comply with Section 314
of the Trust Indenture Act of 1939 and, except to the extent provided herein, shall include the statements provided for in Section 11.05.


 


“Opinion of Counsel”
means an opinion in writing signed by the general corporate counsel or such other legal counsel who may be an employee of or counsel
to the Issuer and who shall be satisfactory to the Trustee.  Each such opinion shall comply with Section 314 of the
Trust Indenture Act of 1939 and shall include the statements provided for in Section 11.05, if and to the extent required
hereby.


 


“original issue date”
of any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security
(or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.01.


 


“Outstanding”, when
used with reference to Securities, shall, subject to the provisions of Section 7.04, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture, except


 


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



 


		(b)	Securities, or portions thereof, for the payment or redemption
                                         of which cash, U.S. Government Obligations or Foreign Government Obligations (as provided
                                         for in Section 10.01(a) and Section 10.01(b)) in the necessary amount
                                         shall have been deposited in trust with the Trustee or with any paying agent (other than
                                         the Issuer) or shall have been set aside, segregated and held in trust by the Issuer
                                         for the Holders of such Securities (if the Issuer shall act as its own paying agent);
                                         provided, that if such Securities, or portions thereof, are to be redeemed prior
                                         to the maturity thereof, notice of such redemption shall have been given as herein
                                         provided, or provision satisfactory to the Trustee shall have been made for giving such
                                         notice;



 






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		(c)	Securities as to which Legal Defeasance shall have been effected
                                         pursuant to Section 10.01(b);



 


		(d)	Securities in substitution for which other Securities shall have
                                         been authenticated and delivered, or which shall have been paid, pursuant to the terms
                                         of Section 2.09 (except with respect to any such Security as to which proof satisfactory
                                         to the Trustee is presented that such Security is held by a Person in whose hands such
                                         Security is a legal, valid and binding obligation of the Issuer), Securities converted
                                         into Common Stock pursuant hereto and Securities not deemed outstanding pursuant to Section 12.02;
                                         and



 


		(e)	Securities as to which any property deliverable upon conversion
                                         thereof has been delivered (or such delivery has been made available), or as to which
                                         any other particular conditions have been satisfied, in each case as may be provided
                                         for such Securities as contemplated in Section 2.03.



 


In determining whether the Holders of the
requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date
of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.01, (B) if, as
of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 2.03,
and (C) the principal amount of a Security denominated in one or more foreign currencies, composite currencies or currency
units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided
as contemplated by Section 2.03, of the principal amount of such Security (or, in the case of a Security described in clause
(A) or (B) above, of the amount determined as provided in such clause).


 


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


 


“principal” whenever
used with reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if
any”.


 


“record date” shall
have the meaning set forth in Section 2.07.


 


“Responsible Officer”,
when used with respect to the Trustee, means the chairman of the board of directors, any vice chairman of the board of directors,
the chairman of the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the
president, any vice president, the cashier, the secretary, the treasurer, any trust officer, any assistant trust officer, any
assistant vice president, any assistant cashier, any assistant secretary, any assistant treasurer, or any other officer or assistant
officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with
the particular subject.


 


“Security” or “Securities”
has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.


 






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“Security Registrar”
shall have the meaning set forth in Section 4.01(b).


 


“Stated Maturity”, with
respect to any Security or any installment of principal thereof or interest thereon or any Additional Amounts with respect thereto,
means the date established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is, or such Additional Amounts are, due and payable.


 


“Subsidiary” means any
corporation or other entity (including, without limitation, partnerships, limited liability companies, joint ventures and associations)
of which at least a majority of the outstanding Capital Stock having by the terms thereof (without regard to the occurrence or
any contingency) ordinary voting power for the election of directors (or persons performing similar functions) of such corporation
or other entity (irrespective of whether or not at the time the Capital Stock of any other class or classes of such corporation
or other entity shall have or might have voting power by reason of the occurrence of any such contingency) is at the time directly
or indirectly owned by the Issuer, or by one or more Subsidiaries of the Issuer, or by the Issuer and one or more other Subsidiaries
of the Issuer.


 


“Trust Indenture Act of 1939”
(except as otherwise provided in Sections 8.01 and 8.02) means the Trust Indenture Act of 1939 as in force at the date as of which
this Indenture was originally executed.


 


“Trustee” means the
Person identified as “Trustee” in the first paragraph hereof and, subject to the provisions of Article 6,
shall also include any successor trustee.  “Trustee” shall also mean or include each Person who is then
a trustee hereunder and if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the trustee with respect to the Securities of such series.


 


“U.S. Government Obligation”
means (a) a direct obligation of the United States of America, backed by its full faith and credit, or (b) an obligation
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.


 


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


 


“Yield to Maturity”
means the yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at
the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice.


 


ARTICLE
2

SECURITIES


 


Section
2.01             Forms
Generally.  The Securities of each series shall be substantially in such form (not inconsistent with this Indenture)
as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to (rather than set forth in) a Board Resolution, an Officer’s Certificate detailing such establishment)
or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend
or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law
or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general
usage, all as may be determined by the officers executing such Securities as evidenced by their execution of such Securities.


 


 


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


 






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Section 2.02            Form of
Trustee’s Certificate of Authentication.  The Trustee’s certificate of authentication on all Securities shall
be in substantially the following form:


 


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


 


	 	 
	 	as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Authorized Officer


 


Section
2.03             Amount
Unlimited; Issuable in Series.  The aggregate principal amount of Securities which may be authenticated and delivered
under this Indenture is unlimited.


 


 


The Securities may be issued in one or
more series.  The terms of a series of Securities shall be established prior to the initial issuance thereof in or pursuant
to one or more Board Resolutions, or, to the extent established pursuant to (rather than set forth in) a Board Resolution, in
an Officer’s Certificate detailing such establishment and/or established in one or more indentures supplemental hereto. 
The terms of such series reflected in such Board Resolution, Officer’s Certificate, or supplemental indenture may include
the following or any additional or different terms:


 


		(a)	the designation of the Securities of the series (which may be
                                         part of a series of Securities previously issued);



 


		(b)	any limit upon the aggregate principal amount of the Securities
                                         of the series that may be authenticated and delivered under this Indenture (except for
                                         Securities authenticated and delivered upon registration of transfer of, or in exchange
                                         for, or in lieu of, other Securities of the series pursuant to Section 2.08, 2.09,
                                         2.11, 8.05 or 12.03);



 


		(c)	the date or dates on which the principal of the Securities of
                                         the series is payable or the method used to determine those dates and the right, if any,
                                         to extend such date or dates;



 


		(d)	the rate or rates at which the Securities of the series shall
                                         bear interest, if any or the method by which such rate or rates shall be determined;
                                         the record date or dates for the determination of holders to whom interest is payable;
                                         the date or dates from which such interest shall accrue and on which such interest shall
                                         be payable, or the method by which such date or dates shall be determined; the right,
                                         if any, to extend the interest payment periods and the duration of that extension; and
                                         the basis upon which interest shall be calculated if other than that of a 360-day year
                                         of twelve 30-day months;



 


		(e)	the place or places where the principal of and any interest on
                                         Securities of the series shall be payable (if other than as provided in Section 3.02);



 


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



 


		(g)	if other than denominations of $1,000 or multiples of $1,000,
                                         the denominations in which Securities of the series shall be issuable;



 






    6


     


    

 


		(h)	if other than the principal amount thereof, the portion of the
                                         principal amount of Securities of the series which shall be payable upon declaration
                                         of acceleration of the maturity thereof;



 


		(i)	if other than Dollars, the currency, currencies or currency units
                                         in which the Securities of the series are denominated;



 


		(j)	if other than the currency in which the Securities of the series
                                         are denominated, the currency in which payment of the principal of or interest on the
                                         Securities of such series shall be payable;



  


		(k)	if the principal of or interest on the Securities of the series
                                         is to be payable, at the election of the Issuer or a Holder thereof, in a currency other
                                         than that in which the Securities are denominated, the period or periods within which,
                                         and the terms and conditions upon which, such election may be made;



 


		(l)	if the amount of payments of principal of and interest on the
                                         Securities of the series may be determined by reference to an index based on a currency
                                         other than that in which the Securities of the series are denominated, or by reference
                                         to one or more currency exchange rates, securities or baskets of securities, commodity
                                         prices or indices, the manner in which such amounts shall be determined;



 


		(m)	the terms and conditions, if applicable, upon which conversion
                                         or exchange of the Securities into Common Stock will be effected, including the initial
                                         conversion or exchange price or rate and any adjustments thereto, the conversion or exchange
                                         period and other provisions in addition to or in lieu of those described herein;



 


		(n)	if the Securities of the series may be issued in exchange for
                                         surrendered Securities of another series, or for other securities of the Issuer, pursuant
                                         to the terms of such Securities or securities or of any agreement entered into by the
                                         Issuer, the ratio of the principal amount of the Securities of the series to be issued
                                         to the principal amount of the Securities or securities to be surrendered in exchange,
                                         and any other material terms of the exchange;



 


		(o)	if Sections 10.01(b) or
                                         10.01(c) are inapplicable to Securities of such series;



 


		(p)	whether and under what circumstances the Issuer will pay Additional
                                         Amounts on the Securities and, if so, whether the Issuer will have the option to redeem
                                         such Securities rather than pay such additional amounts;



 


		(q)	if the Securities of such series are to be issuable in definitive
                                         form (whether upon original issue or upon exchange of a temporary Security of such series)
                                         only upon receipt of certain certificates or other documents or satisfaction of other
                                         conditions, then the form and terms of such certificates, documents or conditions;



 


		(r)	any trustees, authenticating or paying agents, transfer agents
                                         or registrars or any other agents with respect to the Securities of such series;



 


		(s)	any other events of default or covenants with respect to the
                                         Securities of such series in addition to or in lieu of those contained in this Indenture;
                                         and



 


		(t)	any other terms
                                         of the series.



 


The Issuer may from time to time, without
notice to or the consent of the holders of any series of Securities, create and issue further Securities of any such series ranking
equally with the Securities of such series in all respects (or in all respects other than (1) the payment of interest accruing
prior to the issue date of such further Securities or (2) the first payment of interest following the issue date of such
further Securities).  Such further Securities may be consolidated and form a single series with the Securities of such series
and have the same terms as to status, redemption or otherwise as the Securities of such series.


 






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Section
2.04             Authentication
and Delivery of Securities.  The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate
and deliver such Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section)
or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer
Order.  The maturity date, original issue date, interest rate and any other terms of the Securities of such series shall
be determined by or pursuant to such Issuer Order and procedures.  If provided for in such procedures, such Issuer Order
may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions
shall be promptly confirmed in writing.  In authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01)
shall be fully protected in relying upon:


 


 


		(a)	an Issuer Order requesting such authentication and setting forth
                                         delivery instructions if the Securities are not to be delivered to the Issuer;



 


		(b)	any Board Resolution, Officer’s Certificate and/or executed
                                         supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which
                                         the forms and terms of the Securities were established;



 


		(c)	an Officer’s Certificate setting forth the form or forms
                                         and terms of the Securities stating that the form or forms and terms of the Securities
                                         have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture,
                                         and covering such other matters as the Trustee may reasonably request; and



 


		(d)	an Opinion of Counsel
                                         to the effect that:



 


		(i)	the form or forms and terms of such Securities have been established
                                         pursuant to Sections 2.01 and 2.03 and comply with this Indenture,



 


		(ii)	the authentication and delivery of such Securities by the
                                         Trustee are authorized under the provisions of this Indenture, and



 


		(iii)	such Securities when authenticated and delivered by the Trustee
                                         and issued by the Issuer in the manner and subject to any conditions specified in such
                                         Opinion of Counsel, will constitute valid and binding obligations of the Issuer, and
                                         covering such other matters as the Trustee may reasonably request.



 


The Trustee shall have the right to decline
to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees,
executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would
expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities
under the Securities, this Indenture or otherwise.


 


The Issuer shall execute and the Trustee
shall, in accordance with this Section with respect to the Securities of a series, authenticate and deliver one or more Global
Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all
of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for
such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect:


 






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“UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”


 


Each Depositary designated pursuant to
this Section must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered
under the Securities Exchange Act of 1934, as amended and any other applicable statute or regulation.


 


Section
2.05             Execution
of Securities.  The Securities shall be signed on behalf of the Issuer by the chairman of its Board of Directors, any
vice chairman of its Board of Directors, its chief executive officer, its principal financial officer, its president, any vice
president or its treasurer.  Such signatures may be the manual or facsimile signatures of the present or any future such
officers.  Typographical and other minor errors or defects in any such reproduction of any such signature shall not affect
the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.


 


 


In case any officer of the Issuer who shall
have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered
by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf
of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer,
although at the date of the execution and delivery of this Indenture any such person was not such an officer.


 


Section
2.06             Certificate
of Authentication.  Only such Securities as shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose.  The execution of such certificate by the Trustee
upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated
and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 


 


Section
2.07             Denomination
and Date of Securities; Payments of Interest.  The Securities of each series shall be issuable in denominations established
as contemplated by Section 2.03 or, if not so established, in denominations of $1,000 or multiples of $1,000.  The Securities
of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers
of the Issuer executing the same may determine with the approval of the Trustee, as evidenced by the execution and authentication
thereof.  Unless otherwise indicated in a Board Resolution, Officer’s Certificate or supplemental indenture for a particular
series, interest will be calculated on the basis of a 360-day year of twelve 30-day months.


 


 


Each Security shall be dated the date of
its authentication.  The Securities of each series shall bear interest, if any, from the date, and such interest shall be
payable on the dates, established as contemplated by Section 2.03.


 


The Person in whose name any Security of
any series is registered at the close of business on any record date applicable to a particular series with respect to any Interest
Payment Date for such series shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding
any transfer, exchange or conversion of such Security subsequent to the record date and prior to such Interest Payment Date, except
if and to the extent the Issuer shall default in the payment of the interest due on such Interest Payment Date for such series,
in which case such defaulted interest shall be paid to the Persons in whose names Outstanding Securities for such series are registered
at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment
of such defaulted interest) established by notice given by or on behalf of the Issuer to the Holders of Securities not less than
15 days preceding such subsequent record date.  The term “record date” as used with respect to any Interest
Payment Date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified
as such in the terms of the Securities of such series established as contemplated by Section 2.03, or, if no such date is
so specified, if such Interest Payment Date is the first day of a calendar month, the 15th day of the immediately preceding calendar
month or, if such Interest Payment Date is the 15th day of a calendar month, the first day of such calendar month, whether or
not such record date is a Business Day.


 






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Section
2.08             Registration,
Transfer and Exchange.  The Issuer will keep at each office or agency to be maintained for the purpose as provided in
Section 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it
may prescribe, it will provide for the registration of Securities of such series and the registration of transfer of Securities
of such series.  Such register shall be in written form in the English language or in any other form capable of being converted
into such form within a reasonable time.  At all reasonable times such register or registers shall be open for inspection
by the Trustee.


 


 


Upon due presentation for registration
of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02,
the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security
or Securities of the same series, maturity date, interest rate and original issue date in authorized denominations for a like
aggregate principal amount.


 


At the option of the Holder thereof, Securities
of any series (except a Global Security) may be exchanged for a Security or Securities of such series having authorized denominations
and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall
be maintained for such purpose in accordance with Section 3.02 and upon payment, if the Issuer shall so require, of the charges
hereinafter provided.  Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.  All Securities
surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee
and the Trustee will deliver a certificate of disposition thereof to the Issuer.


 


All Securities presented for registration
of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder
or his or her attorney duly authorized in writing.


 


The Issuer may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities.  No service charge shall be made for any such transaction.


 


The Issuer shall not be required to exchange
or register a transfer of (a) any Securities of any series for a period of 15 days immediately preceding the first delivery
of notice of redemption of Securities of such series to be redeemed or (b) any Securities selected, called or being called
for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to
be redeemed.


 


Notwithstanding any other provision of
this Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global
Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary
for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor
Depositary.


 



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If at any time the Depositary for the Securities
of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or
if at any time the Depositary for the Securities of a series shall no longer be eligible under Section 2.04, the Issuer shall
appoint a successor Depositary with respect to the Securities of such series.  If a successor Depositary for the Securities
of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice
or becomes aware of such ineligibility, the Issuer’s determination pursuant to Section 2.03 that the Securities of
such series be represented by a Global Security shall no longer be effective and the Issuer will execute, and the Trustee, upon
receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate
and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Security or Securities representing the Securities of such series, in exchange
for such Global Security or Securities.


 


The Issuer may at any time and in its sole
discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be
represented by a Global Security or Securities.  In such event the Issuer will execute, and the Trustee, upon receipt of
an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate
and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Security or Securities representing such series, in exchange for such Global
Security or Securities.


 


The Depositary for such Global Security
may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered
form in accordance with the two preceding paragraphs or on such other terms as are acceptable to the Issuer and such Depositary. 
Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,


 


		(i)	to the Person specified by such Depositary a new Security or
                                         Securities of the same series, of any authorized denominations as requested by such Person,
                                         in an aggregate principal amount equal to and in exchange for such Person’s beneficial
                                         interest in the Global Security; and



 


		(ii)	to such Depositary a new Global Security in a denomination
                                         equal to the difference, if any, between the principal amount of the surrendered Global
                                         Security and the aggregate principal amount of Securities authenticated and delivered
                                         pursuant to clause (i) above.



 


Upon the exchange of a Global Security
for Securities in definitive registered form, in authorized denominations, such Global Security shall be cancelled by the Trustee. 
Securities in definitive registered form issued in exchange for a Global Security pursuant to this Section 2.08 shall be
registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the Trustee.  The Trustee shall deliver such Securities
to or as directed by the Persons in whose names such Securities are so registered.


 


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


 


Section
2.09            Mutilated,
Defaced, Destroyed, Lost and Stolen Securities.  In case any temporary or definitive Security shall become mutilated
or defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer
of the Issuer, the Trustee shall authenticate and deliver a new Security of the same series, maturity date, interest rate and
original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution
for the mutilated or defaced Security, or in lieu of and substitution for the Security so destroyed, lost or stolen.  In
every case the applicant for a substitute Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer
or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless
and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security
and of the ownership thereof and in the case of mutilation or defacement shall surrender the Security to the Trustee.


 






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Upon the issuance of any substitute Security,
the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.  In case any Security
which has matured or is about to mature or has been called for redemption in full, or is being surrendered for conversion in full,
shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Security (with
the Holder’s consent, in the case of convertible Securities), pay or authorize the payment of the same or convert, or authorize
conversion of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for
such payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity
as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.


 


Every substitute Security of any series
issued pursuant to the provisions of this Section by virtue of the fact that any such Security is destroyed, lost or stolen
shall constitute an additional contractual obligation of the Issuer, 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 (but shall be subject to all the limitations
of rights set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated
and delivered hereunder.  All Securities shall be held and owned upon the express condition that, to the extent permitted
by law, the foregoing provisions are exclusive with respect to the replacement or payment or conversion of mutilated, defaced
or destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities
without their surrender.


 


Section
2.10            Cancellation
of Securities; Destruction Thereof.  All Securities surrendered for exchange for Securities of the same series or for
payment, redemption, registration of transfer or conversion or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation
or, if surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture.  The Trustee shall dispose of cancelled Securities held by it and deliver
a certificate of disposition to the Issuer.  If the Issuer shall acquire any of the Securities, such acquisition shall not
operate as a redemption or satisfaction of the Debt represented by such Securities unless and until the same are delivered to
the Trustee for cancellation.


 


Section
2.11            Temporary
Securities.  Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced,
in each case in form satisfactory to the Trustee).  Temporary Securities of any series shall be issuable in any authorized
denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be determined by the Issuer with the concurrence of the
Trustee as evidenced by the execution and authentication thereof.  Temporary Securities may contain such reference to any
provisions of this Indenture as may be appropriate.  Every temporary Security shall be executed by the Issuer and be authenticated
by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. 
Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary
Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by
the Issuer for that purpose pursuant to Section 3.02 and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series an equal aggregate principal amount of definitive Securities of the same series having authorized
denominations.  Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this
Indenture as definitive Securities of such series, unless the benefits of the temporary Securities are limited pursuant to Section 2.03.


 






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Section 2.12            CUSIP
Numbers.  The Issuer in issuing the Securities may use “CUSIP” numbers if then generally in use and,
if so, the Trustee may use “CUSIP” numbers in notices of redemption as a convenience to Holders. Any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities.
No such redemption shall be affected by any defect in or omission of such numbers.


 


ARTICLE
3

COVENANTS OF THE ISSUER


 


Section
3.01            Payment
of Principal and Interest.  The Issuer covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together
with any additional amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times
and in the manner provided in such Securities and in this Indenture.  The interest on Securities (together with any additional
amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the written order of the Holders thereof
and at the option of the Issuer may be paid by mailing checks for such interest payable to or upon the written order of such Holders
at their last addresses as they appear on the Security register of the Issuer.


 


Section
3.02            Offices
for Payments, Etc.  The Issuer will maintain (i) in        , an agency where
the Securities of each series may be presented for payment, an agency where the Securities of each series may be presented for
exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be
presented for registration of transfer as in this Indenture provided and (ii) such further agencies in such places as may
be determined for the Securities of such series pursuant to Section 2.03.


 


The Issuer will maintain in           ,
an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or this Indenture may be
served.


 


The Issuer will give to the Trustee written
notice of the location of each such agency and of any change of location thereof.  In case the Issuer shall fail to maintain
any agency required by this Section to be located in           , or shall
fail to give such notice of the location or of any change in the location of any of the above agencies, presentations and demands
may be made and notices may be served at the Corporate Trust Office of the Trustee.


 


The Issuer may from time to time designate
one or more additional agencies where the Securities of a series may be presented for payment, where the Securities of that series
may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and
where the Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer
may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however,
that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided
for in this Section.  The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.


 


Section
3.03            Appointment
to Fill a Vacancy in Office of Trustee.  The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect
to each series of Securities hereunder.


 


Section
3.04            Paying Agents. 
Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will
cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section,


 






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		(a)	that it will hold all sums received by it as such agent for the
                                         payment of the principal of or interest on the Securities of such series (whether such
                                         sums have been paid to it by the Issuer or by any other obligor on the Securities of
                                         such series) in trust for the benefit of the Holders of the Securities of such series
                                         or of the Trustee,



 


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



 


		(c)	that at any time during the continuance of any such failure,
                                         upon the written request of the Trustee, it will forthwith pay to the Trustee all sums
                                         so held in trust by such paying agent.



 


The Issuer will, on or prior to each due
date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such
principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee
of any failure to take such action.


 


If the Issuer shall act as its own paying
agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the
Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series
a sum sufficient to pay such principal or interest so becoming due.  The Issuer will promptly notify the Trustee of any failure
to take such action.


 


Anything in this Section to the contrary
notwithstanding, but subject to Section 10.01, the Issuer may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section,
such sums to be held by the Trustee upon the trusts herein contained.


 


Anything in this Section to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections
10.03 and 10.04.


 


Section
3.05            Written
Statement to Trustee.  So long as any Securities are Outstanding hereunder, the Issuer will deliver to the Trustee, within
120 days after the end of each fiscal year of the Issuer ending after the date hereof, a written certificate covering the previous
fiscal year, (which need not comply with Section 11.05), signed by its principal executive officer, principal financial officer
or principal accounting officer, stating whether or not, to the best knowledge of such officer, the Issuer is in default in the
performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace
or requirement of notice provided hereunder) and, if the Issuer shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge.


 


ARTICLE
4

SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE


 


Section
4.01            Issuer to
Furnish Trustee Information as to Names and Addresses of Securityholders.  The Issuer covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses
of the Holders of the Securities of each series pursuant to Section 312 of the Trust Indenture Act of 1939:


 


		(a)	semiannually and not more than 15 days after each record date
                                         for the payment of interest on such Securities, as hereinabove specified, as of such
                                         record date and on dates to be determined pursuant to Section 2.03 for non-interest
                                         bearing Securities in each year, and



 


		(b)	at such other times as the Trustee may request in writing, within
                                         30 days after receipt by the Issuer of any such request as of a date not more than 15
                                         days prior to the time such information is furnished, provided, that, if and so
                                         long as the Trustee shall be the Security registrar (the “Security Registrar”)
                                         for such series, such list shall not be required to be furnished.



 






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Section
4.02            Reports
by the Issuer.  The Issuer covenants to comply with Section 314(a) of the Trust Indenture Act of 1939 insofar
as it relates to information, documentation and other reports which the Issuer may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.


 


Section
4.03            Reports
by the Trustee.  Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939
shall be transmitted on or before        in each year following the date hereof, so long as any
Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee but no more than 60 nor less than
45 days prior thereto.  The Trustee shall comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture
Act of 1939.


 


Section
4.04            Preservation
of Information; Communication with Securityholders.  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the Holders of Securities contained in the most recent
list furnished to it as provided in Section 4.01 and as to the names and addresses of holders of Securities received by the
Trustee in its capacity as Security Registrar (if acting in such capacity).


 


		(b)	The Trustee may destroy any list furnished to it as provided
                                         in Section 4.01 upon receipt of a new list so furnished.



 


		(c)	Securityholders may communicate as provided in Section 312(b) of
                                         the Trust Indenture Act of 1939 with other Securityholders with respect to their rights
                                         under this Indenture or under the Securities.  The Issuer, the Trustee, the Security
                                         Registrar and any other Person shall have the protection of Section 312(c) of
                                         the Trust Indenture Act of 1939.



 


ARTICLE
5

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


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


 


		(a)	default in the payment of any installment of interest upon any
                                         of the Securities of such series as and when the same shall become due and payable, and
                                         continuance of such default for a period of 30 days (or such other period as may be established
                                         for the Securities of such series as contemplated by Section 2.03); or



 


		(b)	default in the payment of all or any part of the principal on
                                         any of the Securities of such series as and when the same shall become due and payable
                                         either at maturity, upon redemption, by declaration or otherwise (and, if established
                                         for the Securities of such series as contemplated by Section 2.03, the continuance
                                         of such default for a specified period); or






 






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		(c)	default in the performance, or breach, of any covenant or agreement
                                         of the Issuer in respect of the Securities of such series (other than a covenant or agreement
                                         in respect of the Securities of such series a default in the performance or breach of
                                         which is elsewhere in this Section specifically dealt with), and continuance of
                                         such default or breach for a period of 90 days after there has been given, by registered
                                         or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the
                                         Holders of at least 25% in principal amount of the Outstanding Securities of such series,
                                         a written notice specifying such default or breach and requiring it to be remedied and
                                         stating that such notice is a “Notice of Default” hereunder; or



 


		(d)	a court having jurisdiction in the premises shall enter a decree
                                         or order for relief in respect of the Issuer in an involuntary case under any applicable
                                         bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing
                                         a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official)
                                         of the Issuer or for all or substantially all of its property and assets or ordering
                                         the winding up or liquidation of its affairs, and such decree or order shall remain unstayed
                                         and in effect for a period of 90 consecutive days; or



 


		(e)	the Issuer shall commence a voluntary case under any applicable
                                         bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to
                                         the entry of an order for relief in an involuntary case under any such law, or consent
                                         to the appointment of or taking possession by a receiver, liquidator, assignee, custodian,
                                         trustee or sequestrator (or similar official) of the Issuer or for any substantial part
                                         of its property and assets, or make any general assignment for the benefit of creditors;
                                         or



 


		(f)	any other Event of Default provided for in such series of Securities.



 


If an Event of Default described in clauses
(a), (b), (c) or (f) occurs and is continuing, then, and in each and every such case, unless the principal of all of
the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding hereunder (each such series voting as a separate
class) by notice in writing to the Issuer (and also to the Trustee if given by Securityholders), may declare the entire principal
(or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified
in the terms of such series) of all Securities of such series and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due and payable.  If an Event of Default described
in clauses (d) or (e) occurs and is continuing, then and in each and every such case, the entire principal (or, if any
Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of
all the Securities then Outstanding and interest accrued thereon, if any, shall automatically become immediately due and payable.


 


The foregoing provisions, however, are
subject to the condition that if, at any time after the principal of the Securities of any series shall have been so declared
due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest
upon all the Securities of such series and the principal of any and all Securities of such series which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same rate as the rate of interest specified in the Securities
of such series to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation
to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by
the Trustee except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture with respect
to such series, other than the non-payment of the principal of Securities of such series which shall have become due solely by
such acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders
of a majority in aggregate principal amount of all the Securities of such series then Outstanding, by written notice to the Issuer
and to the Trustee, may waive all defaults with respect to such series and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.


 






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Unless otherwise indicated in the Board
Resolution, Officer’s Certificate or supplemental indenture for a series of Original Issue Discount Securities, for all
purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration
has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes
hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment
of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest,
if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.


 


Section
5.02            Collection
of Debt by Trustee; Trustee May Prove Debt.  The Issuer covenants that (a) in case default shall be made in
the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and
payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment
of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether
upon maturity of the Securities of such series or upon any redemption or by declaration or otherwise, then, upon demand of the
Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that
then shall have become due and payable on all Securities of such series for principal or interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable
law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such series); and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor
trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor trustee except as a result of its negligence or bad faith.


 


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


 


In case there shall be pending proceedings
relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or
such other obligor or its property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor
upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective
of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and
empowered, by intervention in such proceedings or otherwise:


 


		(i)	to file and prove a claim or claims for the whole amount of
                                         principal and interest (or, if the Securities of any series are Original Issue Discount
                                         Securities, such portion of the principal amount as may be specified in the terms of
                                         such series) owing and unpaid in respect of the Securities of any series, and to file
                                         such other papers or documents as may be necessary or advisable in order to have the
                                         claims of the Trustee (including any claim for reasonable compensation to the Trustee
                                         and each predecessor trustee, and their respective agents, attorneys and counsel, and
                                         for reimbursement of all expenses and liabilities incurred, and all advances made, by
                                         the Trustee and each predecessor trustee, except as a result of negligence or bad faith)
                                         and of the Securityholders allowed in any judicial proceedings relative to the Issuer
                                         or other obligor upon the Securities of any series, or to the creditors or property of
                                         the Issuer or such other obligor,






 






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		(ii)	unless prohibited by applicable law and regulations, to vote
                                         on behalf of the Holders of the Securities of any series in any election of a trustee
                                         or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy
                                         or insolvency proceedings or person performing similar functions in comparable proceedings,
                                         and



 


		(iii)	to collect and receive any moneys or other property payable
                                         or deliverable on any such claims, and to distribute all amounts received with respect
                                         to the claims of the Securityholders and of the Trustee on their behalf; and any trustee,
                                         receiver or liquidator, custodian or other similar official is hereby authorized by each
                                         of the Securityholders to make payments to the Trustee, and, in the event that the Trustee
                                         shall consent to the making of payments directly to the Securityholders, to pay to the
                                         Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee,
                                         each predecessor trustee and their respective agents, attorneys and counsel, and all
                                         other expenses and liabilities incurred, and all advances made, by the Trustee and each
                                         predecessor trustee except as a result of negligence or bad faith and all other amounts
                                         due to the Trustee or any predecessor trustee pursuant to Section 6.06.



 


Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof,
or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid,
to vote for the election of a trustee in bankruptcy or similar person.


 


All rights of action and of asserting claims
under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any
of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and
their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such
action was taken.


 


In any proceedings brought by the Trustee
(and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party),
the Trustee shall be held to represent all the Holders of the Securities in respect to which such action was taken, and it shall
not be necessary to make any Holders of such Securities parties to any such proceedings.


 


Section
5.03            Application
of Proceeds.  Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied
in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of
principal or interest, upon presentation of the several Securities in respect of which monies have been collected and stamping
(or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender thereof if fully paid:


 


FIRST:  To the payment of
all amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06;


 






    18


     


    

 


SECOND:  In case the principal
of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable,
to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such
interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of
interest, to the extent permitted by applicable law, at the same rate as the rate of interest or Yield to Maturity (in the case
of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the Persons entitled
thereto, without discrimination or preference;


 


THIRD:  In case the principal
of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable,
to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with
interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments
of interest, to the extent permitted by applicable law, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient
to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and
interest, without preference or priority of principal over interest, or of interest over principal, or of any installment of interest
over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the
aggregate of such principal and accrued and unpaid interest; and


 


FOURTH:  To the payment
of the remainder, if any, to the Issuer or any other Person lawfully entitled thereto.


 


Section
5.04            Suits for
Enforcement.  In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any
power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by
law.


 


Section
5.05            Restoration
of Rights on Abandonment of Proceedings.  In case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the
Trustee, then and in every such case (subject to any determination in such proceeding) the Issuer and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and
the Securityholders shall continue as though no such proceedings had been taken.


 


Section
5.06            Limitations
on Suits by Securityholders.  No Holder of any Security of any series shall have any right by virtue, or by availing
itself, of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise
upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other
similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice
of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute
such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.09; it being
understood and intended, and being expressly covenanted by the Holder of every Security of a particular series with every other
Holder of Securities of such series and the Trustee, that no one or more Holders of Securities of any series shall have any right
in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights
of any other such Holder of Securities of such series, or to obtain or seek to obtain priority over or preference to any other
such Holder of such series or to enforce any right under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Securities of the applicable series.  For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


 






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Section
5.07            Unconditional
Right of Securityholders to Institute Certain Suits.  Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security to receive payment of the principal of and interest on such Security
on or after the respective due dates expressed in such Security in accordance with the terms hereof and thereof, or to institute
suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the
consent of such Holder; it being understood and intended, and being expressly covenanted by the Holder of every Security of a
particular series with every other Holder of Securities of such Series and the Trustee, that no one or more Holders of Securities
of any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other such Holder of Securities of such series, or to obtain or seek to obtain priority
over or preference to any other such Holder of Securities of such series or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series. 
For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.


 


Section
5.08            Powers and
Remedies Cumulative; Delay or Omission Not Waiver of Default.  Except as provided in Section 5.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


No delay or omission of the Trustee or
of any Holder of Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein;
and, subject to Section 5.06, every power and remedy given by this Indenture or by law to the Trustee or to the Holders of
Securities may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of
Securities.


 


Section
5.09            Control
by Holders of Securities.  The Holders of a majority in aggregate principal amount of the Securities of each series affected
(with each series voting as a separate class) at the time Outstanding shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee
with respect to the Securities of such series by this Indenture; provided, that such direction shall not be otherwise than
in accordance with law and the provisions of this Indenture and provided, further, that (subject to the provisions of Section 6.01)
the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors,
the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action
or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine
that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders
of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to
Section 6.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial
to such Holders.


 


Nothing in this Indenture shall impair
the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with
such direction or directions by Securityholders.


 






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Section
5.10            Waiver of
Past Defaults.  The Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding,
by notice to the Trustee, may on behalf of the Holders of all the Securities of such series waive any existing default in the
performance of any of the covenants contained herein or established pursuant to Section 2.03 with respect to such series
and its consequences, except an uncured default in the payment of the principal of, or interest on, any of the Securities of that
series as and when the same shall become due by the terms of such Securities; and may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration.  In the case of any such waiver, the Issuer,
the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder,
respectively, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred 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 thereon.


 


Section
5.11            Trustee
to Give Notice of Default.  The Trustee shall, within 90 days after the occurrence of a default with respect to the Securities
of any series, give notice of all defaults with respect to that series known to the Trustee to all Holders of Securities of such
series in the manner and to the extent provided in Sections 4.03 and 11.04, unless in each case such defaults shall have been
cured before the giving of such notice (the term “defaults” for the purpose of this Section being hereby
defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided,
that, except in the case of default in the payment of the principal of or interest on any of the Securities of such series, or
in the payment of any sinking fund installment on such series, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee, or a trust committee of directors or trustees and/or Responsible Officers
of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such
series.


 


Section
5.12            Right of
Court to Require Filing of Undertaking to Pay Costs.  All parties to this Indenture agree, and each Holder of any Security
by his or her acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant
in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions
of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group
of Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the Securities of such
series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest on
any Security of such series, on or after the respective due dates expressed in such Security or established pursuant to this Indenture.


 


ARTICLE
6

CONCERNING THE TRUSTEE


 


Section
6.01            Duties and
Responsibilities of the Trustee; During Default; Prior to Default.  With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series
and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform
such duties and only such duties as are specifically set forth in this Indenture.  In case an Event of Default with respect
to the Securities of a series has occurred (and has not been cured or waived), the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own affairs.


 






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No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct.


 


Section
6.02            Certain
Rights of the Trustee.  In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 6.01:


 


 


		(a)	in the absence of bad faith on the part of the Trustee, the Trustee
                                         may conclusively rely, as to the truth of the statements and the correctness of the opinions
                                         expressed therein, upon any statements, certificates or opinions furnished to the Trustee
                                         and conforming to the requirements of this Indenture; but, in the case of any such statements,
                                         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;



 


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



 


		(c)	the Trustee shall not be liable with respect to any action taken
                                         or omitted to be taken by it in good faith in accordance with the direction of the Holders
                                         pursuant to Section 5.09 relating to the time, method and place of conducting any
                                         proceeding for any remedy available to the Trustee, or exercising any trust or power
                                         conferred upon the Trustee, under this Indenture;



 


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



 


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



 


		(f)	any request, direction, order or demand of the Issuer mentioned
                                         herein shall be sufficiently evidenced by an Officer’s Certificate (unless other
                                         evidence in respect thereof be herein specifically prescribed); and any resolution of
                                         the Board of Directors may be evidenced to the Trustee by a copy thereof certified by
                                         the secretary or an assistant secretary of the Issuer;



 


		(g)	the Trustee may consult with counsel and any advice or Opinion
                                         of Counsel shall be full and complete authorization and protection in respect of any
                                         action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance
                                         with such advice or Opinion of Counsel;



 


		(h)	the Trustee shall be under no obligation to exercise any of the
                                         trusts or powers vested in it by this Indenture at the request, order or direction of
                                         any of the Securityholders pursuant to the provisions of this Indenture, unless such
                                         Securityholders shall have offered to the Trustee reasonable security or indemnity against
                                         the costs, expenses and liabilities that might be incurred therein or thereby;



 






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



 


		(j)	prior to the occurrence of an Event of Default hereunder and
                                         after the curing or waiving of all Events of Default, the Trustee shall not be bound
                                         to make any investigation into the facts or matters stated in any resolution, certificate,
                                         statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal,
                                         bond, debenture, note, security, or other paper or document unless requested in writing
                                         so to do by the Holders of not less than a majority in aggregate principal amount of
                                         the Securities of all series affected then Outstanding; provided, that, if the
                                         payment within a reasonable time to the Trustee of the costs, expenses or liabilities
                                         likely to be incurred by it in the making of such investigation is, in the opinion of
                                         the Trustee, not reasonably assured to the Trustee by the security afforded to it by
                                         the terms of this Indenture, the Trustee may require reasonable indemnity against such
                                         expenses or liabilities as a condition to proceeding; the reasonable expenses of every
                                         such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor
                                         trustee, shall be repaid by the Issuer upon demand; and



 


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



 


Section
6.03            Trustee
Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof.  The recitals contained herein
and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer,
and the Trustee assumes no responsibility for the correctness of the same.  The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities.  The Trustee shall not be accountable for the use or application
by the Issuer of any of the Securities or of the proceeds thereof.


 


Section
6.04            Trustee
and Agents May Hold Securities; Collections, Etc.  The Trustee or any agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were
not the Trustee or such agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such agent.


 


Section
6.05            Moneys Held
by Trustee.  Subject to the provisions of Section 10.04 hereof, all moneys received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated
from other funds except to the extent required by mandatory provisions of law.  Neither the Trustee nor any agent of the
Issuer or the Trustee shall be under any liability for interest on any moneys received by it hereunder.


 


Section
6.06            Compensation
and Indemnification of Trustee and Its Prior Claim.  The Issuer covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, such reasonable compensation (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) as the Issuer and the Trustee may from time to time agree in writing
and, except as otherwise expressly provided herein, the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor
trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith.  The Issuer also covenants to indemnify the Trustee and each predecessor trustee
for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder,
including the costs and expenses of defending itself against or investigating any claim of liability in the premises.  The
obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee and to
pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture.  Such additional indebtedness
shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such
senior claim.


 






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Section
6.07            Right of
Trustee to Rely on Officer’s Certificate, Etc.  Subject to Sections 6.01 and 6.02, whenever in the administration
of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior
to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officer’s Certificate delivered to the Trustee, and such certificate, in the absence of negligence or
bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture upon the faith thereof.


 


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


 


Section
6.09            Persons
Eligible for Appointment as Trustee.  The Trustee for each series of Securities hereunder shall at all times be a corporation
having a combined capital and surplus of at least $50,000,000 and shall be eligible in accordance with the provisions of Section 310(a) of
the Trust Indenture Act of 1939.  If such corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of a Federal, State or District of Columbia supervising or examining authority, then, for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.


 


Section
6.10            Resignation
and Removal; Appointment of Successor Trustee.  (a)  The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the
Issuer and by delivering notice of such resignation to the Holders of then Outstanding Securities of each series affected at their
addresses as they shall appear on the Security register.  Upon receiving such notice of resignation, the Issuer shall promptly
appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by
authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee or trustees.  If no successor trustee shall have been so appointed with respect to any series and have
accepted appointment within 30 days after the delivery of such notice of resignation, the resigning trustee may petition any court
of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of
a Security or Securities of the applicable series for at least six months may, on behalf of himself or herself and all others
similarly situated, petition any such court for the appointment of a successor trustee.  Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


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


 


		(i)	the Trustee shall fail to comply with the provisions of Section 310(b) of
                                         the Trust Indenture Act of 1939 with respect to any series of Securities after written
                                         request therefor by the Issuer or by any Securityholder who has been a bona fide Holder
                                         of a Security or Securities of such series for at least six months; or






 






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		(ii)	the Trustee shall cease to be eligible in accordance with
                                         the provisions of Section 310(a) of the Trust Indenture Act of 1939 and shall
                                         fail to resign after written request therefor by the Issuer or by any Securityholder;
                                         or



 


		(iii)	the Trustee shall become incapable of acting with respect
                                         to any series of Securities, or shall be adjudged bankrupt or insolvent, or a receiver
                                         or liquidator of the Trustee or of its property shall be appointed, or any public officer
                                         shall take charge or control of the Trustee or of its property or affairs for the purpose
                                         of rehabilitation, conservation or liquidation;



 


then, in any such case, (A) the Issuer may remove
the Trustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument,
in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed
and one copy to the successor trustee, or, (B) subject to Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf
of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


		(c)	The Holders of a majority in aggregate principal amount of the
                                         Securities of each series at the time Outstanding may at any time remove the Trustee
                                         with respect to Securities of such series and, with the consent of the Issuer, appoint
                                         a successor trustee with respect to the Securities of such series by delivering to the
                                         Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence
                                         provided for in Section 7.01 of the action in that regard taken by the Securityholders.



 


		(d)	Any resignation or removal of the Trustee with respect to any
                                         series and any appointment of a successor trustee with respect to such series pursuant
                                         to any of the provisions of this Section 6.10 shall become effective upon acceptance
                                         of appointment by the successor trustee as provided in Section 6.11.



 


Section
6.11             Acceptance
of Appointment by Successor Trustee.  Any successor trustee appointed as provided in Section 6.10 shall execute
and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder;
but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid,
the trustee ceasing to act shall, subject to Section 10.04, pay over to the successor trustee all moneys at the time held
by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties
and obligations.  Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers.  Any trustee
ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure
any amounts then due it pursuant to the provisions of Section 6.06.


 


If a successor trustee is appointed with
respect to the Securities of one or more (but not all) series, the Issuer, the predecessor trustee and each successor trustee
with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of
the predecessor trustee with respect to the Securities of any series as to which the predecessor trustee is not retiring shall
continue to be vested in the predecessor trustee, and shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each
such trustee shall be trustee of a trust or trusts under separate indentures.


 






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No successor trustee with respect to any
series of Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such
successor trustee shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 310(a) of the Trust Indenture Act of 1939.


 


Upon acceptance of appointment by any successor
trustee as provided in this Section 6.11, the Issuer shall deliver notice thereof to the Holders of Securities of each series
affected, by delivering such notice to such Holders at their addresses as they shall appear on the Security register.  If
the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding
sentence may be combined with the notice called for by Section 6.10.  If the Issuer fails to deliver such notice within
ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at
the expense of the Issuer.


 


Section
6.12             Merger,
Conversion, Consolidation or Succession to Business of Trustee.  Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder; provided, that such corporation shall be qualified under the provisions of Section 310(b) of
the Trust Indenture Act of 1939 and eligible under the provisions of Section 310(a) of the Trust Indenture Act of 1939,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.


 


In case, at the time such successor to
the Trustee shall succeed to the trusts created by this Indenture, any of the Securities of any series shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee and
deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of
the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities
of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to
adopt the certificate of authentication of any predecessor trustee or to authenticate Securities of any series in the name of
any predecessor trustee shall apply only to its successor or successors by merger, conversion or consolidation.


 


Section
6.13             Preferential
Collection of Claims Against the Issuer.  The Trustee shall comply with Section 311(a) of the Trust Indenture
Act of 1939, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act of 1939. 
A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act of 1939 to
the extent included therein.


 


ARTICLE
7

CONCERNING THE SECURITYHOLDERS


 


Section
7.01             Evidence
of Action Taken by Securityholders.  Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of
any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified
percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee.  Proof of execution
of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject
to Sections 6.01 and 6.02) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.


 






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Section
7.02             Proof
of Execution of Instruments and of Holding of Securities.  Subject to Sections 6.01 and 6.02, the execution of any instrument
by a Holder or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may be prescribed
by the Trustee or in such manner as shall be satisfactory to the Trustee.  The holding of Securities shall be proved by the
Security register or by a certificate of the registrar thereof.  The Issuer may set a record date for purposes of determining
the identity of Holders of any series entitled to vote or consent to any action referred to in Section 7.01, which record
date may be set at any time or from time to time by notice to the Trustee, for any date or dates (in the case of any adjournment
or reconsideration) not more than 60 days nor less than five days prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, only Holders of such series of record on such record date shall be entitled to so
vote or give such consent or revoke such vote or consent.  Notice of such record date may be given before or after any request
for any action referred to in Section 7.01 is made by the Issuer.


 


Section
7.03             Holders
to Be Treated as Owners.  The Issuer, the Trustee and any agent of the Issuer or of the Trustee may deem and treat the
Person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of, and, subject to the provisions of this Indenture, interest
on, such Security and for all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee
shall be affected by any notice to the contrary.  All such payments so made to any such Person, or upon his or her order,
shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable.


 


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


 


Section
7.05             Right
of Revocation of Action Taken.  At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01,
of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of
which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to
such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article,
revoke such action so far as concerns such Security.  Except as aforesaid, any such action taken by the Holder of any Security
shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities
issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation
in regard thereto is made upon any such Security.  Any action taken by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action.


 






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ARTICLE
8

SUPPLEMENTAL INDENTURES


 


Section
8.01             Supplemental
Indentures Without Consent of Securityholders.  The Issuer, when authorized by a resolution of its Board of Directors,
and the Trustee may from time to time and at any time, without the consent of any of the Securityholders, enter into an indenture
or indentures supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes:


 


		(a)	to convey, transfer, assign, mortgage or pledge to the Trustee
                                         as security for the Securities of one or more series any property or assets;



 


		(b)	to evidence the succession of another Person to the Issuer, or
                                         successive successions, and the assumption by such successor of the covenants, agreements
                                         and obligations of the Issuer pursuant to, or to otherwise comply with, Article 9;



 


		(c)	to comply with the requirements of the Commission in order to
                                         effect or maintain the qualification of this Indenture under the Trust Indenture Act
                                         of 1939, as amended;



 


		(d)	to add to the covenants of the Issuer such further covenants,
                                         restrictions, conditions or provisions as its Board of Directors and the Trustee shall
                                         consider to be for the protection of the Holders of Securities, and to make the occurrence,
                                         or the occurrence and continuance, of a default in any such additional covenants, restrictions,
                                         conditions or provisions an Event of Default permitting the enforcement of all or any
                                         of the several remedies provided in this Indenture as herein set forth; provided,
                                         that in respect of any such additional covenant, restriction, condition or provision
                                         such supplemental indenture may provide for a particular period of grace after default
                                         (which period may be shorter or longer than that allowed in the case of other defaults)
                                         or may provide for an immediate enforcement upon such an Event of Default or may limit
                                         the remedies available to the Trustee upon such an Event of Default or may limit the
                                         right of the Holders of a majority in aggregate principal amount of the Securities of
                                         such series to waive such an Event of Default;



 


		(e)	to cure any ambiguity, defect or inconsistency, or to conform
                                         this Indenture or any supplemental indenture to the description of the Securities set
                                         forth in any prospectus, prospectus supplement or offering memorandum related to such
                                         series of Securities;



 


		(f)	to provide for or add guarantors for the Securities of one or
                                         more series;



 


		(g)	to establish the form or terms of Securities of any series as
                                         permitted by Sections 2.01 and 2.03;



 


		(h)	to evidence and provide for the acceptance of appointment hereunder
                                         by a successor trustee with respect to the Securities of one or more series and to add
                                         to or change any of the provisions of this Indenture as shall be necessary to provide
                                         for or facilitate the administration of the trusts hereunder by more than one trustee,
                                         pursuant to the requirements of Section 6.11;



 






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		(i)	to add to, change or eliminate any of the provisions of this
                                         Indenture in respect of one or more series of Securities; provided that any such addition,
                                         change or elimination shall (A) not (i) apply to any Security of any series
                                         created prior to the execution of such






supplemental indenture and entitled to the benefit
of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall
become effective only when there is no Security described in clause (A)(i) Outstanding;


 


		(j)	to make any change to the Securities of any series so long as
                                         no Securities of such series are Outstanding; and



 


		(k)	to make any other change that does not adversely affect the interests
                                         of the Holders of the Securities in any material respect.



 


The Trustee shall join with the Issuer
in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee
shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.


  


Any supplemental indenture authorized by
the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 8.02.


 


Section
8.02             Supplemental
Indentures With Consent of Securityholders.  With the consent (evidenced as provided in Article 7) of the Holders
of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of one or more series affected
by such supplemental indenture (voting as separate series), the Issuer, when authorized by a resolution of the Board of Directors,
and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the Securities of each such consenting series; provided,
that no such supplemental indenture shall, without the consent of the Holder of each Security so affected, (a) extend the
final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of
original issue discount) or interest thereon payable in any currency other than that provided in the Securities or in accordance
with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable
upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant
to Section 5.02, or (b) waive a continuing default in the payment of principal of any Security or interest thereon,
other than any such default in payment that resulted solely from such acceleration, or change a provision related to the waiver
of past defaults or impair the right of any Securityholder to institute suit for the enforcement of any such payment on or after
the Stated Maturity or the date of redemption or conversion of any Security or, if the Securities provide therefor, any right
of repayment at the option of the Securityholder, or (c) modify any of the provisions of this section except to increase
any required percentage or to provide that certain other provisions cannot be modified or waived without the consent of the Holder
of each Security so affected, or (d) make any change that adversely affects the right to convert or exchange any Security
into or for Common Stock or other securities, cash or other property in accordance with the terms of such Security or (e) reduce
the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental
indenture or the consent of Holders of which is required for any modification, amendment or waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture.


 


A supplemental indenture which changes
or eliminates any covenant, Event of Default or other provision of this Indenture (1) that has been expressly included solely
for the benefit of one or more particular series of Securities, if any, or (2) which modifies the rights of Holders of Securities
of one or more series with respect to any covenant, Event of Default or provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series with respect to which such covenant, Event of Default or other
provision has not been included or so modified.


 






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Upon the request of the Issuer, accompanied
by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence
of the consent of Securityholders as aforesaid and other documents, if any, required by Section 7.01, the Trustee shall join
with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall
not be obligated to, enter into such supplemental indenture.


 


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


 


Promptly after the execution by the Issuer
and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give a notice thereof
to the Holders of then Outstanding Securities of each series affected thereby, by delivering a notice thereof, and in each case
such notice shall set forth in general terms the substance of such supplemental indenture.  Any failure of the Trustee to
deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture.


  


Section
8.03             Effect
of Supplemental Indenture.  Upon the execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Securities of each
series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.


 


Section
8.04             Documents
to Be Given to Trustee.  The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Officer’s
Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 8
complies with the applicable provisions of this Indenture.


 


Section
8.05             Notation
on Securities in Respect of Supplemental Indentures.  Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by
the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. 
If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be
prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.


 


ARTICLE
9

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section
9.01             Issuer
May Consolidate, Etc., on Certain Terms.  The Issuer shall not consolidate with or merge into any other Person (in
a transaction in which the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the Issuer is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an
entirety (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly
existing under the laws of the United States of America, any State thereof or the District of Columbia and (iii) shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due
and punctual payment of the principal, interest on and any Additional Amounts with respect to all the Securities and the performance
or observance of every covenant of this Indenture on the part of the Issuer to be performed, by supplemental indenture satisfactory
in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation or into which the Issuer
shall have been merged or by the Person which shall have acquired the Issuer’s assets; (b) immediately after giving
effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and (c) the Issuer has delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction have been complied with.


 






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The restrictions in this Section 9.01
shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines
in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert
the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or
indirect wholly owned Subsidiary.


 


Section
9.02             Successor
Issuer Substituted.  Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person or any
conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 9.01,
the successor Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture
with the same effect as if such successor Person had been named as the Issuer herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


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


 


ARTICLE
10

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS


 


Section
10.01          Satisfaction and Discharge
of Indenture; Defeasance.  (a)  If at any time


 


		(i)	the Issuer shall have paid or caused to be paid the principal
                                         of and interest on and any Additional Amounts with respect to all the Securities of any
                                         series Outstanding hereunder (other than Securities of such series which have been destroyed,
                                         lost or stolen and which have been replaced or paid as provided in Section 2.09)
                                         as and when the same shall have become due and payable, or



 


		(ii)	the Issuer shall have delivered to the Trustee for cancellation
                                         all Securities of any series theretofore authenticated (other than any Securities of
                                         such series which shall have been destroyed, lost or stolen and which shall have been
                                         replaced or paid as provided in Section 2.09); or



 


		(iii)	in the case of any series of Securities the exact amount
                                         (including the currency of payment) of principal of and interest and Additional Amounts
                                         due on which on the dates referred to in clause (B) below can be determined at the
                                         time of making the deposit referred to in such clause,



 


		(A)	all the Securities of such series not theretofore delivered to
                                         the Trustee for cancellation shall have become due and payable, or are by their terms
                                         to become due and payable within one year or are to be called for redemption within one
                                         year in accordance with their terms under arrangements satisfactory to the Trustee for
                                         the giving of notice of redemption, and









 






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		(B)	the Issuer shall have irrevocably deposited or caused to be deposited
                                         with the Trustee as trust funds the entire amount (i) in the case of any series
                                         of Securities the payments on which may only be made in Dollars, in Dollars (other than
                                         moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04)
                                         and/or U.S. Government Obligations maturing as to principal and interest in such amounts
                                         and at such times as will insure the availability of cash in such currency, or (ii) in
                                         the case of any series of Securities the payments on which may only be made in a Foreign
                                         Currency, in such Foreign Currency (other than moneys repaid by the Trustee or any paying
                                         agent to the Issuer in accordance with Section 10.04) and/or Foreign Government
                                         Obligations maturing as to principal and interest in such amounts and at such times as
                                         will insure the availability of cash in such currency, in each case sufficient to pay
                                         on any subsequent Interest Payment Date all interest due on such Interest Payment Date
                                         on the Securities of such series and to pay at maturity or upon redemption all Securities
                                         of such series (in each case other than any Securities of such series which shall have
                                         been destroyed, lost or stolen and which shall have been replaced or paid as provided
                                         in Section 2.09) not theretofore delivered to the Trustee for cancellation, including
                                         principal, interest and Additional Amounts due or to become due to such date of maturity,
                                         as the case may be,



 


and if, in a case described in Section 10.01(a)(iii)(B),
the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, including amounts due the Trustee
pursuant to Section 6.06, with respect to Securities of such series, then this Indenture shall cease to be of further effect
with respect to Securities of such series (except as to (1) rights of registration of transfer, conversion and exchange of
Securities of such series and the Issuer’s right of optional redemption, (2) substitution of mutilated, defaced, destroyed,
lost or stolen Securities, (3) rights of Holders of Securities to receive, solely from the trust fund described in Section 10.01(a)(iii)(B),
payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and
remaining rights of the Holders to receive, solely from the trust fund described in Section 10.01(a)(iii)(B), sinking fund
payments, if any, (4) the rights (including the Trustee’s rights under Section 10.05) and immunities of the Trustee
hereunder and the Trustee’s obligations under Sections 10.02 and 10.04 and (5) the obligations of the Issuer under
Section 3.02), and the Trustee, on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel
which complies with Section 11.05 and at the cost and expense of the Issuer, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture with respect to such series.  The Issuer agrees to reimburse the Trustee
for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.


 


		(b)	The following subsection shall apply to the Securities of each
                                         series unless specifically otherwise provided in a Board Resolution, Officer’s
                                         Certificate or indenture supplemental hereto pursuant to Section 2.03.  In
                                         addition to the right to discharge of the Indenture pursuant to subsection (a) above,
                                         the Issuer, at its option and at any time, by written notice by an officer delivered
                                         to the Trustee, may elect to have all of its obligations with respect to all Outstanding
                                         Securities of a series discharged (“Legal Defeasance”), such discharge
                                         to be effective on the date that the conditions set forth in clauses (i) through
                                         (iv) and (vi) of Section 10.01(d) are satisfied, and thereafter the
                                         Issuer shall be deemed to have paid and discharged the entire Debt on all the Securities
                                         of such series, and satisfied all its other obligations under such Securities and this
                                         Indenture insofar as such Securities are concerned and this Indenture shall cease to
                                         be of further effect with respect to Securities of such series (except as to (1) rights
                                         of registration of transfer, conversion and exchange of Securities of such series, (2) substitution
                                         of apparently mutilated, defaced, destroyed, lost or stolen Securities, (3) rights
                                         of Holders of Securities to receive, solely from the trust fund described in Section 10.01(d)(i),
                                         payments of principal thereof, interest thereon and any Additional Amounts, upon the
                                         original Stated Maturities therefor (but not upon acceleration) and remaining rights
                                         of the Holders to receive, solely from the trust fund described in Section 10.01(d)(i),
                                         sinking fund payments, if any, (4) the rights (including the Trustee’s rights
                                         under Section 10.05) and immunities of the Trustee hereunder and the Trustee’s
                                         obligations with respect to the Securities of such series under Sections 10.02 and 10.04
                                         and (5) the obligations of the Issuer under Section 3.02).









 






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		(c)	The following subsection shall apply to the Securities of each
                                         series unless specifically otherwise provided in a Board Resolution, Officer’s
                                         Certificate or indenture supplemental hereto provided pursuant to Section 2.03. 
                                         In addition to the right to discharge of the Indenture pursuant to subsection (a) and
                                         to Legal Defeasance pursuant to subsection (b), above, the Issuer, at its option and
                                         at any time, by written notice executed by an officer delivered to the Trustee, may elect
                                         to have its obligations under any covenant contained in this Indenture or in the Board
                                         Resolution or supplemental indenture relating to such series pursuant to Section 2.03
                                         discharged with respect to all Outstanding Securities of a series, this Indenture and
                                         any indentures supplemental to this Indenture with respect to such series (“Covenant
                                         Defeasance”), such discharge to be effective on the date the conditions set
                                         forth in clauses (i) through (iii) and (v) through (vi) of Section 10.01(d) are satisfied,
                                         and such Securities shall thereafter be deemed to be not “Outstanding” for
                                         the purposes of any direction, waiver, consent or declaration of Securityholders (and
                                         any consequences thereof) in connection with such covenants, but shall continue to be
                                         “Outstanding” for all other purposes under this Indenture.  For this
                                         purpose, such Covenant Defeasance means that, with respect to the Outstanding Securities
                                         of a series, the Issuer may omit to comply with and shall have no liability in respect
                                         of any term, condition or limitation set forth in any such covenant, whether directly
                                         or indirectly, by reason of any reference elsewhere herein to any such covenant or by
                                         reason of reference in any such covenant to any other provision herein or in any other
                                         document and such omission to comply shall not constitute an Event of Default under Section 5.01(c) or
                                         otherwise, but except as specified in this Section 10.01(c), the remainder of the
                                         Issuer’s obligations under the Securities of such series, this Indenture, and any
                                         indentures supplemental to this Indenture with respect to such series shall be unaffected
                                         thereby.



  


		(d)	The following shall be the conditions to the application of Legal
                                         Defeasance (to the extent set forth in subsection (b)), or Covenant Defeasance (to the
                                         extent set forth in subsection (c)) to the Securities of the applicable series:



 


		(i)	the Issuer irrevocably deposits or causes to be deposited in
                                         trust with the Trustee or, at the option of the Trustee, with a trustee satisfactory
                                         to the Trustee and the Company under the terms of an irrevocable trust agreement in form
                                         and substance satisfactory to the Trustee, (i) in the case of any series of Securities
                                         the payments on which may only be made in Dollars, Dollars (other than moneys repaid
                                         by the Trustee or any paying agent to the Issuer in accordance with Section 10.04)
                                         and/or U.S. Government Obligations maturing as to principal and interest in such amounts
                                         and at such times as will insure the availability of cash in such currency, or (ii) in
                                         the case of any series of Securities the payments on which may only be made in a Foreign
                                         Currency, such Foreign Currency (other than moneys repaid by the Trustee or any paying
                                         agent to the Issuer in accordance with Section 10.04) and/or Foreign Government
                                         Obligations maturing as to principal and interest in such amounts and at such times as
                                         will insure the availability of cash in such currency, in each case sufficient to pay
                                         on any subsequent Interest Payment Date all interest due on such Interest Payment Date
                                         on the Securities of such series and to pay at maturity or upon redemption all Securities
                                         of such series (in each case other than any Securities of such series which shall have
                                         been destroyed, lost or stolen and which shall have been replaced or paid as provided
                                         in Section 2.09) not theretofore delivered to the Trustee for cancellation, including
                                         principal, interest and Additional Amounts due or to become due to such date of maturity,
                                         as the case may be;









 






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		(ii)	the Issuer delivers to the Trustee an Officer’s Certificate
                                         stating that all conditions precedent specified herein relating to Legal Defeasance or
                                         Covenant Defeasance, as the case may be, have been complied with, and an Opinion of Counsel
                                         to the same effect;



 


		(iii)	no Event of Default under subsection (a), (b), (d) or
                                         (e) of Section 5.01 shall have occurred and be continuing, and no event which
                                         with notice or lapse of time or both would become such an Event of Default shall have
                                         occurred and be continuing, on the date of such deposit;



 


		(iv)	in the event of an election for Legal Defeasance under subsection
                                         (b), the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that
                                         (A) the Issuer has received from, or there has been published by, the Internal Revenue
                                         Service a ruling or (B) since the date of this instrument, there has been a change
                                         in the applicable Federal income tax law, in either case (A) or (B) to the
                                         effect that, and based thereon such opinion shall confirm that, the Holders of such Securities
                                         will not recognize gain or loss for Federal income tax purposes as a result of the deposit,
                                         defeasance and discharge to be effected with respect to such Securities and will be subject
                                         to Federal income tax on the same amounts, in the same manner and at the same times as
                                         would be the case if such deposit, defeasance and discharge were not to occur;



 


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



  


		(vi)	notwithstanding any other provisions of this subsection (d),
                                         such defeasance shall be effected in compliance with any additional or substitute terms,
                                         conditions or limitations that may be imposed on the Issuer pursuant to Section 2.03.



 


After such irrevocable deposit made pursuant to this Section 10.01(d) and
satisfaction of the other applicable conditions set forth in this subsection (d), the Trustee upon request shall execute proper
instruments acknowledging the discharge of the Issuer’s obligations pursuant to this Section 10.01.


 


Section
10.02          Application by Trustee
of Funds Deposited for Payment of Securities.  Subject to Section 10.04, all moneys deposited with the Trustee (or
other trustee) pursuant to Section 10.01 shall be held in trust and applied by it to the payment, either directly or through
any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities of such series
for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest; but such money need not be segregated from other funds except to the extent required by law.


 


Section
10.03          Repayment of Moneys
Held by Paying Agent.  In connection with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of
Securities shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released
from all further liability with respect to such moneys.


 






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Section
10.04          Return of Moneys Held
by Trustee and Paying Agent Unclaimed for Two Years.  Any moneys deposited with or paid to the Trustee or any paying
agent for the payment of the principal of, interest on or additional amounts in respect of any Security of any series and not
applied but remaining unclaimed for two years after the date upon which such principal, interest or additional amount shall have
become due and payable, shall be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the
Securities of such series shall thereafter look only to the Issuer for any payment which such Holder may be entitled to collect,
and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease.


 


Section
10.05          Indemnity for U.S.
Government Obligations and Foreign Government Obligations.  The Issuer shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited
pursuant to Section 10.01 or the principal or interest received in respect of such obligations.


 


ARTICLE
11

MISCELLANEOUS PROVISIONS


 


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


 


Section
11.02          Provisions of Indenture
for the Sole Benefit of Parties and Holders of Securities.  Nothing in this Indenture or in the Securities, expressed
or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors
and the Holders of the Securities any legal or equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors
and of the Holders of the Securities.


 


Section
11.03          Successors and Assigns
of Issuer Bound by Indenture.  All the covenants, stipulations, promises and agreements contained in this Indenture by
or on behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.


 






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Section 11.04         
Notices and Demands on Issuer, Trustee and Holders of Securities.  Any notice or demand which by any provision of
this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Issuer
may be delivered, given or served by being deposited postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to IVERIC bio, Inc., Five Penn
Plaza, Suite 2372, New York, NY 10001, Attn: Chief Financial Officer.  Any notice, direction, request or demand by the Issuer
or any Holder of Securities to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes,
if given or made at             ,              ,
Attn:            .


 


Where this Indenture provides for notice
to Holders of Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder entitled thereto, at his, her or its last address as it appears in the Security
register.  In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to
mail notice of any event to Holders of Securities when said notice is required to be given pursuant to any provision of this Indenture
or of the Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient
giving of such notice.


 


In case, by reason of the suspension of
or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer when such notice is required
to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the
Trustee shall be deemed to be a sufficient giving of such notice.


 


Where this Indenture provides for notice
of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Security
(or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if any, and not earlier
than the earliest date, if any, prescribed for the giving of such notice.


 


Neither the failure to give notice, nor
any defect in any notice so given, to any particular Holder of a Security shall affect the sufficiency of such notice with respect
to other Holders of Securities given as provided above.


 


Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to receive such notice either before or after the event,
and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


Section
11.05          Officer’s Certificates
and Opinions of Counsel; Statements to Be Contained Therein.  Upon any application or demand by the Issuer to the Trustee
to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate
stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and
an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except
that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.


 


Each certificate or opinion provided for
in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture
shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, he or she has made such examination
or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition
has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant
has been complied with.


 






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


 


Any certificate, statement or opinion of
an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion
of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as
the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his
or her certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should
know that the same are erroneous.


 


Any certificate or opinion of any independent
firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.


 


Section
11.06          Payments Due on Saturdays,
Sundays and Holidays.  If the date of maturity of interest on or principal of the Securities of any series or the date
fixed for redemption or repayment of any such Security, or the last day on which a Holder has the right to convert any Security,
shall not be a Business Day, then payment of interest or principal, or any conversion, need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed
for redemption or on such last day for conversion, and no interest shall accrue for the period after such date.


 


Section
11.07          Conflict of Any Provision
of Indenture With Trust Indenture Act of 1939.  If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture
Act of 1939, such incorporated provision shall control.


 


Section
11.08          New York Law to Govern. 
This Indenture and each Security shall be deemed to be a contract under the laws of the State of New York, and for all purposes
shall be governed by and construed in accordance with the laws of such State without regard to any principle of conflict of laws
that would require or permit the application of the laws of any other jurisdiction, except as may otherwise be required by mandatory
provisions of law.


 


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


 


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


 


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


 






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


 


ARTICLE
12

REDEMPTION OF SECURITIES AND SINKING FUNDS


 


Section
12.01          Applicability of Article. 
The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a series, except as otherwise specified, as contemplated by
Section 2.03 for Securities of such series.


 


Section
12.02          Notice of Redemption;
Partial Redemptions.  Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in
part at the option of the Issuer shall be given by providing notice of such redemption at least 10 days and not more than 60 days
prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear
upon the Security register.  Any notice which is given in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice.  Failure to give notice or any defect in the notice to the
Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings
for the redemption of any other Security of such series.


 


The notice of redemption to each such Holder
shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption,
the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities,
that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued
to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue and shall also specify, if applicable, the conversion price then in
effect and the date on which the right to convert such Securities or the portions thereof to be redeemed will expire.  In
case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security,
a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.


 


The notice of redemption of Securities
of any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the
Trustee in the name and at the expense of the Issuer.


 


On or before the redemption date specified
in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying
agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04)
an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption (other
than those Securities theretofore surrendered for conversion into Common Stock in accordance with their terms) at the appropriate
redemption price, together with accrued interest to the date fixed for redemption.  If any Security called for redemption
is converted pursuant hereto and in accordance with the terms thereof, any money deposited with the Trustee or any paying agent
or so segregated and held in trust for the redemption of such Security shall be paid to the Issuer upon the Issuer’s request,
or, if then held by the Issuer, shall be discharged from such trust.  The Issuer will deliver to the Trustee at least 10
days prior to the date the notice required to be delivered to the Holders is to be sent (unless a shorter time period shall be
acceptable to the Trustee) an Officer’s Certificate (which need not comply with Section 11.05) stating the aggregate
principal amount of Securities to be redeemed.  In case of a redemption at the election of the Issuer prior to the expiration
of any restriction on such redemption, the Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption
to Holders pursuant to this Section, an Officer’s Certificate stating that such restriction has been complied with.


 






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If less than all the Securities of a series
are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such series
to be redeemed in whole or in part.  Securities may be redeemed in part in multiples equal to the minimum authorized denomination
for Securities of such series or any multiple thereof.  The Trustee shall promptly notify the Issuer in writing of the Securities
of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed.  For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be
redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.  If any
Security selected for partial redemption is surrendered for conversion after such selection, the converted portion of such Security
shall be deemed (so far as may be possible) to be the portion selected for redemption.


 


Section
12.03          Payment of Securities
Called for Redemption.  If notice of redemption has been given as above provided, the Securities or portions of Securities
specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default
in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities
or portions of Securities so called for redemption shall cease to accrue, and such Securities shall cease from and after the date
fixed for redemption to be convertible into Common Stock (to the extent otherwise convertible in accordance with their terms),
if applicable, and cease to be entitled to any benefit or security under this Indenture, and except as provided in the paragraph
below, the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption.  On presentation and surrender of such Securities at a place
of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer
at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided,
that payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holders of such Securities
registered as such on the relevant record date subject to the terms and provisions of Sections 2.03 and 2.07 hereof.


 


If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from
the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security)
borne by such Security and, if applicable, such Security shall remain convertible into Common Stock until the principal of such
Security shall have been paid or duly provided for.


 


Upon presentation of any Security redeemed
in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof,
at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal
to the unredeemed portion of the Security so presented.


 


Section
12.04          Exclusion of Certain
Securities from Eligibility for Selection for Redemption.  Securities shall be excluded from eligibility for selection
for redemption if they are identified by registration and certificate number in an Officer’s Certificate delivered to the
Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially
by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer.


 


Section
12.05          Mandatory and Optional
Sinking Funds.  The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series
is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount
provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. 
The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”.


 






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In lieu of making all or any part of any
mandatory sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver
to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory
sinking fund) by the Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased
or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10
and, if applicable, receive credit for Securities (not previously so credited) converted into Common Stock and so delivered to
the Trustee for cancellation, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant
to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.  Securities so delivered or credited shall
be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.


 


On or before the 60th day next preceding
each sinking fund payment date for any series, the Issuer will deliver to the Trustee an Officer’s Certificate (which need
not contain the statements required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment
to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series and the basis for such
credit, (b) stating that none of the Securities of such series for which credit will be taken has theretofore been so credited,
(c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which
have not been waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right
to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking
fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date.  Any Securities
of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor
as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10
to the Trustee with such Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee).  Such
Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated
to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. 
Failure of the Issuer, on or before any such 60th day, to deliver such Officer’s Certificate and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election
of the Issuer that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall
be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof.


 


If the sinking fund payment or payments
(mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of
any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or a
lesser sum in Dollars or in any Foreign Currency if the Issuer shall so request) with respect to the Securities of any particular
series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series
at the sinking fund redemption price together with accrued interest to the date fixed for redemption.  If such amount shall
be $50,000 (or the equivalent thereof in any Foreign Currency) or less and the Issuer makes no such request then it shall be carried
over until a sum in excess of $50,000 (or the equivalent thereof in any Foreign Currency) is available, which delay in accordance
with this paragraph shall not be a default or breach of the obligation to make such payment.  The Trustee shall select, in
the manner provided in Section 12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities
of such series to which such cash may be applied, as nearly as may be, and shall (if requested in writing by the Issuer) inform
the Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected.  The Trustee, in the
name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing), shall cause notice of redemption
of the Securities of such series to be given in substantially the manner provided in Section 12.02 (and with the effect provided
in Section 12.03) for the redemption of Securities of such series in part at the option of the Issuer.  The amount of
any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next
cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions
of this Section.  Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series
(or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such
series, shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal
of, and interest on, the Securities of such series at maturity.  The Issuer’s obligation to make a mandatory or optional
sinking fund payment shall automatically be reduced by an amount equal to the sinking fund redemption price allocable to any Securities
or portions thereof called for redemption pursuant to the preceding paragraph on any sinking fund payment date and converted into
Common Stock in accordance with the terms of such Securities; provided that, if the Trustee is not the conversion agent
for the Securities, the Issuer or such conversion agent shall give the Trustee written notice on or prior to the date fixed for
redemption of the principal amount of Securities or portions thereof so converted.


 






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On or before each sinking fund payment
date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date
fixed for redemption on Securities to be redeemed on such sinking fund payment date.


 


The Trustee shall not redeem or cause to
be redeemed any Securities of a series with sinking fund moneys or give any notice of redemption of Securities for such series
by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event
of Default except that, where providing notice of redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such
redemption.  Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event
of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or
Event of Default, be deemed to have been collected under Article 5 and held for the payment of all such Securities. In case
such Event of Default shall have been waived as provided in Section 5.10, or the default cured on or before the 60th day
preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on such sinking fund payment date
in accordance with this Section to the redemption of such Securities.


 


[Signature pages follow]


 






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IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed as of                    .


 


	 	IVERIC BIO, INC. 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Attest:
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 	, Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: