Exhibit 4.2





 


 


Cadiz Inc.,


 


Issuer


 


AND


 


[Name of Trustee],


 


Trustee


 


INDENTURE


 


Dated as of [          ]


 


Senior Debt Securities


 




     


     


    

 


TABLE OF
CONTENTS


 


	 	 	Page
	 	 	 
	Article 1. DEFINITIONS	1
	 	 	 
	Section 1.01	Definitions of Terms	1
	 	 	 
	Article 2. ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	5
	 	 	 
	Section 2.01	Designation and Terms of Securities	5
	Section 2.02	Form of Securities and Trustee’s Certificate	8
	Section 2.03	Denominations:  Provisions for Payment	8
	Section 2.04	Execution and Authentications	10
	Section 2.05	Registration of Transfer and Exchange	10
	Section 2.06	Temporary Securities	12
	Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities	12
	Section 2.08	Cancellation	13
	Section 2.09	Benefits of Indenture	13
	Section 2.10	Authenticating Agent	14
	Section 2.11	Global Securities	14
	Section 2.12	CUSIP Numbers	15
	 	 	 
	Article 3. REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	15
	 	 	 
	Section 3.01	Redemption	15
	Section 3.02	Notice of Redemption	16
	Section 3.03	Payment Upon Redemption	17
	Section 3.04	Sinking Fund	17
	Section 3.05	Satisfaction of Sinking Fund Payments with Securities	17
	Section 3.06	Redemption of Securities for Sinking Fund	18
	 	 	 
	Article 4. COVENANTS	18
	 	 	 
	Section 4.01	Payment of Principal, Premium and Interest	18
	Section 4.02	Maintenance of Office or Agency	19
	Section 4.03	Paying Agents	19
	Section 4.04	Appointment to Fill Vacancy in Office of Trustee	20
	 	 	 
	Article 5. SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	20
	 	 	 
	Section 5.01	Company to Furnish Trustee Names and Addresses of Securityholders	20
	Section 5.02	Preservation of Information; Communications with Securityholders	20
	Section 5.03	Reports by the Company	21
	Section 5.04	Reports by the Trustee	21



 






     


     


    

 





TABLE OF CONTENTS

(CONTINUED)




 





	Article 6. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	22
	 	 	 
	Section 6.01	Events of Default	22
	Section 6.02	Collection of Indebtedness and Suits for Enforcement by Trustee	24
	Section 6.03	Application of Moneys Collected	25
	Section 6.04	Limitation on Suits	25
	Section 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver	26
	Section 6.06	Control by Securityholders	27
	Section 6.07	Undertaking to Pay Costs	27
	 	 	 
	Article 7. CONCERNING THE TRUSTEE	27
	 	 	 
	Section 7.01	Certain Duties and Responsibilities of Trustee	27
	Section 7.02	Certain Rights of Trustee	29
	Section 7.03	Trustee Not Responsible for Recitals or Issuance or Securities	31
	Section 7.04	May Hold Securities	31
	Section 7.05	Moneys Held in Trust	31
	Section 7.06	Compensation and Reimbursement	31
	Section 7.07	Reliance on Officer’s Certificate	32
	Section 7.08	Disqualification; Conflicting Interests	32
	Section 7.09	Corporate Trustee Required; Eligibility	32
	Section 7.10	Resignation and Removal; Appointment of Successor	33
	Section 7.11	Acceptance of Appointment by Successor	34
	Section 7.12	Merger, Conversion, Consolidation or Succession to Business	35
	Section 7.13	Preferential Collection of Claims Against the Company	35
	Section 7.14	Notice of Default	36
	 	 	 
	Article 8. CONCERNING THE SECURITYHOLDERS	36
	 	 	 
	Section 8.01	Evidence of Action by Securityholders	36
	Section 8.02	Proof of Execution by Securityholders	37
	Section 8.03	Who May be Deemed Owners	37
	Section 8.04	Certain Securities Owned by Company Disregarded	37
	Section 8.05	Actions Binding on Future Securityholders	38
	 	 	 
	Article 9. SUPPLEMENTAL INDENTURES	38
	 	 	 
	Section 9.01	Supplemental Indentures Without the Consent of Securityholders	38
	Section 9.02	Supplemental Indentures With Consent of Securityholders	39
	Section 9.03	Effect of Supplemental Indentures	40
	Section 9.04	Securities Affected by Supplemental Indentures	40
	Section 9.05	Execution of Supplemental Indentures	40
	 	 	 
	Article 10. SUCCESSOR ENTITY	41
	 	 	 
	Section 10.01	Company May Consolidate, Etc	41
	Section 10.02	Successor Entity Substituted	41



 






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TABLE OF CONTENTS

(CONTINUED)




 





	Article 11. SATISFACTION AND DISCHARGE	42
	 	 	 
	Section 11.01	Satisfaction and Discharge of Indenture	42
	Section 11.02	Discharge of Obligations	42
	Section 11.03	Deposited Moneys to be Held in Trust	43
	Section 11.04	Payment of Moneys Held by Paying Agents	43
	Section 11.05	Repayment to Company	43
	 	 	 
	Article 12. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	43
	 	 	 
	Section 12.01	No Recourse	43
	 	 	 
	Article 13. MISCELLANEOUS PROVISIONS	44
	 	 	 
	Section 13.01	Effect on Successors and Assigns	44
	Section 13.02	Actions by Successor	44
	Section 13.03	Surrender of Company Powers	44
	Section 13.04	Notices	44
	Section 13.05	Governing Law; Jurisdiction; Jury Trial Waiver	44
	Section 13.06	Treatment of Securities as Debt	45
	Section 13.07	Certificates and Opinions as to Conditions Precedent	45
	Section 13.08	Payments on Business Days	46
	Section 13.09	Conflict with Trust Indenture Act	46
	Section 13.10	Counterparts	46
	Section 13.11	Severability	46
	Section 13.12	Compliance Certificates	46
	Section 13.13	U.S.A. Patriot Act	47
	Section 13.14	Force Majeure	47
	Section 13.15	Table of Contents; Headings	47
	Section 13.16	E-Signatures	47


  




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INDENTURE


 


INDENTURE, dated as of [            ],
among CADIZ INC., a Delaware corporation (the “Company”), and [NAME OF TRUSTEE], as trustee (the “Trustee”):


 


WHEREAS, for its lawful corporate purposes, the
Company has duly authorized the execution and delivery of this Indenture (as defined below) to provide for the issuance of
debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be
issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee;


 


WHEREAS, to provide the terms and conditions upon which
the Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution of this Indenture;
and


 


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


 


NOW, THEREFORE, in consideration of the premises and
the purchase of the Securities by the holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable
benefit of the holders of Securities:


 


Article
1.

DEFINITIONS


 


Section 1.01 Definitions of Terms.


 


The terms defined in this Section (except as in this Indenture
or any indenture supplemental hereto otherwise expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall
include the plural as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act
(as defined below), or that are by reference in the Trust Indenture Act defined in the Securities Act (as defined below) (except
as herein or any indenture supplemental hereto otherwise expressly provided or unless the context otherwise requires), shall have
the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution
of this instrument.


 


“Authenticating Agent” means the
Trustee or an authenticating agent with respect to all or any of the series of Securities appointed by the Trustee pursuant to
Section 2.10.


 


“Bankruptcy Law” means Title 11,
U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Board of Directors” means the Board
of Directors (or the functional equivalent thereof) of the Company or any duly authorized committee of the Board of Directors.


 






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


 


“Business Day” means, with respect
to any series of Securities, any day other than a day on which federal or state banking institutions in the Borough of Manhattan,
the City of New York, New York or in the city of the Corporate Trust Office of the Trustee, are authorized or obligated by law,
executive order or regulation to close.


 


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


 


“Company” means CADIZ INC.,
a corporation duly organized and existing under the laws of the State of Delaware, and, subject to the provisions of Article 10,
shall also include its successors and assigns.


 


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


 


“Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


 


“Defaulted Interest” has the meaning
set forth in Section 2.03.


 


“Depositary” means, with respect
to Securities of any series for which the Company shall determine that such Securities will be issued as a Global Security, The
Depository Trust Company, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or
other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01
or Section 2.11.


 


“Event of Default” means, with respect
to Securities of a particular series, any event specified in Section 6.01, continued for the period of time, if any, therein designated.


 


“Exchange Act” means the United States
Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.


 


The term “given”, “mailed”,
“notify” or “sent” with respect to any notice to be given to a Securityholder
pursuant to this Indenture, shall mean notice (a) given to the Depositary (or its designee) pursuant to the standing instructions
from the Depositary or its designee, including by electronic mail in accordance with accepted practices or procedures at the Depositary
(in the case of a Global Security) or (b) mailed to such Securityholder by first class mail, postage prepaid, at its address as
it appears on the Security Register (in the case of a definitive Security). Notice so “given” shall be deemed to include
any notice to be “mailed” or “delivered,” as applicable, under this Indenture.


 






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“Global Security” means a Security
issued to evidence all or a part of any series of Securities which is executed by the Company and authenticated and delivered
by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with the Indenture, which
shall be registered in the name of the Depositary or its nominee.


 


“Governmental Obligations” means
securities that are (a) direct obligations of the United States of America for the payment of which its full faith and credit
is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States
of America that, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the stated
maturity of the Securities, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect
to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held
by such custodian for the account of the holder of such depositary receipt; provided, however, that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt
from any amount received by the custodian in respect of the Governmental Obligation or the specific payment of principal of or
interest on the Governmental Obligation evidenced by such depositary receipt.


 


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


 


“Indenture” means this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into in accordance with the terms hereof and shall include the terms of particular series of Securities established as
contemplated by Section 2.01.


 


“Interest Payment Date” means, when
used with respect to any installment of interest on a Security of a particular series, the date specified in such Security or
in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment
of interest with respect to Securities of that series is due and payable.


 


“Officer” means, with respect to
the Company, the chairman of the Board of Directors, a chief executive officer, a president, a chief financial officer, a chief
operating officer, any executive vice president, any senior vice president, any vice president, the treasurer or any assistant
treasurer, the controller or any assistant controller or the secretary or any assistant secretary.


 


“Officer’s Certificate” means
a certificate signed by any Officer. Each such certificate shall include the statements provided for in Section 13.07, if and
to the extent required by the provisions thereof.


 


“Opinion of Counsel” means an opinion
in writing subject to customary and reasonable exceptions of legal counsel, who may be an employee of or counsel for the Company
or other counsel who is reasonably satisfactory to the Trustee, that is delivered to the Trustee in accordance with the terms
hereof. Each such opinion shall include the statements provided for in Section 13.07, if and to the extent required by the provisions
thereof.


 






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“Outstanding” means, when
used with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time,
all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that
have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the
Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent);
provided, however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as provided in Article 3, or provision satisfactory to the Trustee shall
have been made for giving such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07.


 


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


 


“Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost, destroyed
or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


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


 


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


 


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


 


“Securityholder”, “holder
of Securities”, “registered holder”, or other similar term, means the Person or Persons
in whose name or names a particular Security is registered on the Security Register kept for that purpose in accordance with the
terms of this Indenture.


 


“Security Register” and “Security
Registrar” shall have the meanings as set forth in Section 2.05.


 


“Subsidiary” means, with respect
to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power
of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or
controlled, directly or indirectly, by (a) such Person; (b) such Person and one or more Subsidiaries of such Person; or (c) one
or more Subsidiaries of such Person.


 






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“Trust Indenture Act” means the Trust
Indenture Act of 1939, as amended.


 


“Trustee” means [NAME OF TRUSTEE],
and, subject to the provisions of Article 7, shall also include its successors and assigns, and, if at any time there is more
than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee”
as used with respect to a particular series of the Securities shall mean the trustee with respect to that series.


 


“U.S.A. Patriot Act” means the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56,
as amended and signed into law October 26, 2001.


 


Article
2.

ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND

EXCHANGE OF SECURITIES


 


Section 2.01 Designation and Terms
of Securities.


 


(a) The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series up
to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board Resolution
or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or
more indentures supplemental hereto:


 


(1) the title of the Securities of the series
(which shall distinguish the Securities of that series from all other Securities);


 


(2) any limit upon the aggregate principal
amount of the Securities of that series that may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series);


 


(3) the maturity date or dates on which the
principal of the Securities of the series is payable;


 


(4) the form of the Securities of the series
including the form of the certificate of authentication for such series;


 


(5) the applicability of any guarantees;


 


(6) whether or not the Securities will be
secured or unsecured, and the terms of any secured debt;


 






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(7) whether the Securities rank as senior
debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;


 


(8) if the price (expressed as a percentage
of the aggregate principal amount thereof) at which such Securities will be issued is a price other than the principal amount thereof,
the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable,
the portion of the principal amount of such Securities that is convertible into another security or the method by which any such
portion shall be determined;


 


(9) the interest rate or rates, which may
be fixed or variable, or the method for determining the rate or rates and the date interest will begin to accrue, the dates interest
will be payable and the regular record dates for interest payment dates or the method for determining such dates;


 


(10) the Company’s right, if any, to
defer the payment of interest and the maximum length of any such deferral period;


 


(11) if applicable, the date or dates after
which, or the period or periods during which, and the price or prices at which, the Company may at its option, redeem the series
of Securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;


 


(12) the date or dates, if any, on which,
and the price or prices at which the Company is obligated, pursuant to any mandatory sinking fund or analogous fund provisions
or otherwise, to redeem, or at the Securityholder’s option to purchase, the series of Securities and the currency or currency
unit in which the Securities are payable;


 


(13) the denominations in which the Securities
of the series shall be issuable, if other than minimum denominations of one thousand U.S. dollars ($1,000) or any integral multiple
in excess thereof;


 


(14) any and all terms, if applicable, relating
to any auction or remarketing of the Securities of that series and any security for the obligations of the Company with respect
to such Securities and any other terms which may be advisable in connection with the marketing of Securities of that series;


 


(15) whether the Securities of the series
shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for
such Global Security or Securities;


 


(16) if applicable, the provisions relating
to conversion or exchange of any Securities of the series and the terms and conditions upon which such Securities will be so convertible
or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any
mandatory or optional (at the Company’s option or the holders’ option) conversion or exchange features, the applicable
conversion or exchange period and the manner of settlement for any conversion or exchange, which may, without limitation, include
the payment of cash as well as the delivery of securities;


 






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(17) if other than the full principal amount
thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.01;


 


(18) additions to or changes in the covenants
applicable to the series of Securities being issued, including, among others, the consolidation, merger or sale covenant;


 


(19) additions to or changes in the Events
of Default with respect to the Securities and any change in the right of the Trustee or the Securityholders to declare the principal,
premium, if any, and interest, if any, with respect to such Securities to be due and payable;


 


(20) additions to or changes in or deletions
of the provisions relating to covenant defeasance and legal defeasance;


 


(21) additions to or changes in the provisions
relating to satisfaction and discharge of this Indenture;


 


(22) additions to or changes in the provisions
relating to the modification of this Indenture both with and without the consent of Securityholders of Securities issued under
this Indenture;


 


(23) the currency of payment of Securities
if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;


 


(24) whether interest will be payable in cash
or additional Securities at the Company’s or the Securityholders’ option and the terms and conditions upon which the
election may be made;


 


(25) the terms and conditions, if any, upon
which the Company shall pay amounts in addition to the stated interest, premium, if any and principal amounts of the Securities
of the series to any Securityholder that is not a “United States person” for federal tax purposes;


 


(26) any restrictions on transfer, sale or
assignment of the Securities of the series; and


 


(27) any other specific
terms, preferences, rights or limitations of, or restrictions on, the Securities, any other additions or changes in the provisions
of this Indenture, and any terms that may be required by us or advisable under applicable laws or regulations.


 


All Securities of any one series shall be
substantially identical except as may otherwise be provided in or pursuant to any such Board Resolution or in any indentures supplemental
hereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution of the Company, a copy
of an appropriate record of such action shall be certified by the secretary or an assistant secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Officer’s Certificate of the Company setting forth the terms of the series.


 






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Securities of any particular series may
be issued at various times, with different dates on which the principal or any installment of principal is payable, with different
rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such
interest may be payable and with different redemption dates.


 


Section 2.02 Form of Securities and
Trustee’s Certificate.


 


The Securities of any series and the Trustee’s
certificate of authentication to be borne by such Securities shall be substantially of the tenor and purport as set forth in one
or more indentures supplemental hereto or as provided in a Board Resolution, and set forth in an Officer’s Certificate, and
they may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed
or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as
may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any
securities exchange on which Securities of that series may be listed, or to conform to usage.


 


Section 2.03 Denominations: Provisions
for Payment.


 


Unless otherwise set forth in a Board Resolution
or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof,
the Securities shall be issuable as registered Securities and in minimum denominations of one thousand U.S. dollars ($1,000) or
any integral multiple in excess thereof. The Securities of a particular series shall bear interest payable on the dates and at
the rate specified with respect to that series. Subject to Section 2.01(a)(23), the principal of and the interest on the Securities
of any series, as well as any premium thereon in case of redemption or repurchase thereof prior to maturity, and any cash amount
due upon conversion or exchange thereof, shall be payable in the coin or currency of the United States of America that at the time
is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose. Each Security
shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed
of twelve 30-day months.


 


The interest installment on any Security
that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall
be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business
on the regular record date for such interest installment. In the event that any Security of a particular series or portion thereof
is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security
as provided in Section 3.03.


 






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Any interest on any Security that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date
by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in
clause (1) or clause (2) below:


 


(1) The Company may make payment of any Defaulted
Interest on Securities to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered
in the Security Register at the close of business on a special record date for the payment of such Defaulted Interest, which shall
be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the
Company shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less than
10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Company shall promptly notify the Trustee of such special record date and, at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be sent, to each
Securityholder not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest
and the special record date therefor having been sent as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names such Securities (or their respective Predecessor Securities) are registered in the Security Register on such special record
date.


 


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


 


Unless otherwise set forth in a Board Resolution
or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof,
the term “regular record date” as used in this Section with respect to a series of Securities and any Interest Payment
Date for such series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day
of a month, or the first day of the month in which an Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day.


 


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


 






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Section 2.04 Execution and Authentications.


 


The Securities shall be signed on behalf
of the Company by one of its Officers. Signatures may be in the form of a manual, facsimile or other electronic signature.


 


The Company may use the facsimile signature of any Person who
shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated
and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such
notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its
authentication by the Trustee.


 


A Security shall not be valid until authenticated
manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company
for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order
shall authenticate and deliver such Securities.


 


Upon the Company’s delivery of any
such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee
shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in
relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent
to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture.


 


The Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.


 


Section 2.05 Registration of Transfer
and Exchange.


 


(a) Securities of any series may be exchanged
upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series
of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange,
the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security
or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.


 


(b) The Company shall keep, or cause to
be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities
and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the
Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed
as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”).


 






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Upon surrender for transfer of any Security at the office or
agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or
agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security
presented for a like aggregate principal amount. The Company initially appoints the Trustee as initial Security Registrar for each
series of Securities.


 


All Securities presented or surrendered
for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the
Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar,
duly executed by the registered holder or by such holder’s duly authorized attorney in writing.


 


(c) Except as provided pursuant to Section
2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures
supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or
issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire
principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.


 


(d) The Company and the Security Registrar
shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening
of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the
same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any
Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other
than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be.
The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.


 


The Trustee shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 






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Neither the Trustee nor any Agent shall
have any responsibility or liability for any actions taken or not taken by the Depositary. The Trustee shall have no responsibility
or obligation to any Securityholder that is a member of (or a participant in) the Depositary or any other Person with respect to
the accuracy of the records of the Depositary (or its nominee) or of any participant or member thereof, with respect to any ownership
interest in the Securities or with respect to the delivery of any notice (including any notice of redemption) or the payment of
any amount or delivery of any Securities (or other security or property) under or with respect to the Securities. The Trustee may
rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its members, participants
and any beneficial owners in the Securities.


 


Section 2.06 Temporary Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporary Securities (printed, lithographed
or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and
be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive
Securities of such series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered in exchange therefor (without charge to the Securityholders),
at the office or agency of the Company designated for the purpose, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series,
unless the Company advises the Trustee to the effect that definitive Securities need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series authenticated and delivered hereunder.


 


Section 2.07 Mutilated, Destroyed,
Lost or Stolen Securities.


 


In case any temporary or definitive Security
shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute, and
upon the Company’s written request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the
same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in
lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security
shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith.


 






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In case any Security that has matured or
is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security,
pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish to the Company and the Trustee such security or indemnity as they may require to save them harmless,
and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss
or theft of such Security and of the ownership thereof.


 


Every replacement Security issued pursuant
to the provisions of this Section shall constitute an additional contractual obligation of the Company whether or not the mutilated,
destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities
shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.


 


Section 2.08 Cancellation.


 


All Securities surrendered for the purpose
of payment, redemption, repurchase, exchange, registration of transfer or conversion shall, if surrendered to the Company or any
paying agent (or any other applicable agent), be delivered to the Trustee for cancellation, or, if surrendered to the Trustee,
shall be cancelled by it, and no Securities shall be issued in lieu thereof except as expressly required or permitted by any of
the provisions of this Indenture. On request of the Company, the Trustee shall deliver to the Company certification of the cancellation.
The Trustee may dispose of cancelled Securities in accordance with its standard procedures and the record retention requirements
of the Securities Act. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the
Trustee for cancellation.


 


Section 2.09 Benefits of Indenture.


 





Nothing in this Indenture or in the Securities,
express or implied, shall give or be construed to give to any Person, other than the parties hereto and the holders of the Securities
any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision
herein contained; all such covenants, conditions and provisions being for the sole benefit of the parties hereto and of the holders
of the Securities.


 






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Section 2.10 Authenticating Agent.


 


So long as any of the Securities of any
series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities which the Trustee shall
have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon exchange, transfer or partial redemption, repurchase or conversion thereof, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. All references in this Indenture to the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall
be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws
of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to supervision or examination by federal or state authorities.
If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately.


 


Any Authenticating Agent may at any time
resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and upon request
by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating
Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may
appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance
of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.


 


Section 2.11 Global Securities.


 


(a) If the Company shall establish pursuant
to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute
and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities of such series,
(ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary
or pursuant to the Depositary’s instruction (or if the Depositary names the Trustee as its custodian, retained by the Trustee),
and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 of this
Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary.”


 


(b) Notwithstanding the provisions of Section
2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05,
only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by
the Company or to a nominee of such successor Depositary.


 






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(c) If at any time the Depositary for a
series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at
any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred and is continuing
and the Company has received a request from the Depositary or from the Trustee, this Section 2.11 shall no longer be applicable
to the Securities of such series and the Company will execute, and subject to Section 2.04, the Trustee will authenticate and deliver
the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the
Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that
the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such event the Company will
execute and, subject to Section 2.04, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination
by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange
for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons,
in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form
issued in exchange for the Global Security pursuant to this Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct
the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities
are so registered.


 


Section 2.12 CUSIP Numbers.


 


The Company in issuing the Securities may
use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Securityholders; provided that 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 elements of identification printed on the Securities, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP”
numbers.


 


Article
3.

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.01 Redemption.


 


The Company may redeem the Securities of
any series issued hereunder on and after the dates and in accordance with the terms established for such series pursuant to Section
2.01 hereof.


 






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Section 3.02 Notice of Redemption.


 


(a) In case the Company shall desire to
exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with any right
the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause the Trustee to, give
notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid (or
with regard to any Global Security held in book entry form, by electronic mail in accordance with the applicable procedures of
the Depositary), a notice of such redemption not less than 30 days and not more than 90 days before the date fixed for redemption
of that series to such Securityholders, unless a shorter period is specified in the Securities to be redeemed. Any notice that
is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder
receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption
in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officer’s Certificate evidencing compliance with any such restriction.


 


Each such notice of redemption shall identify
the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price
at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities
to be redeemed will be made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest
accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is from a sinking fund, if such is the case. If less than all the Securities of a series
are to be redeemed, the notice to the holders of Securities of that series to be redeemed in part shall specify the particular
Securities to be so redeemed.


 


In case any Security is to be redeemed in
part only, the notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and
shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series
in principal amount equal to the unredeemed portion thereof will be issued.


 


(b) If less than all the Securities of a
series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice (unless a shorter notice shall be
satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amount of Securities of
the series to be redeemed, and thereupon the Securities to be redeemed shall be selected, by lot, on a pro rata basis, or in such
other manner as the Company shall deem appropriate and fair in its discretion, and in the case of Global Securities, in accordance
with the applicable rules and procedures of the Depositary, and that may provide for the selection of a portion or portions (equal
to a minimum of one thousand U.S. dollars ($1,000) or any integral multiple in excess thereof) of the principal amount of such
Securities of a denomination larger than $1,000, the Securities to be redeemed and shall thereafter promptly notify the Company
in writing of the numbers of the Securities to be redeemed, in whole or in part. The Company may, if and whenever it shall so elect,
by delivery of instructions signed on its behalf by an Officer, instruct the Trustee or any paying agent to call all or any part
of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section,
such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case
in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer
books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give
any notice by mail that may be required under the provisions of this Section.


 






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Section 3.03 Payment Upon Redemption.


 


(a) If the giving of notice of redemption
shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in
such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price,
together with interest accrued to, but excluding, the date fixed for redemption and interest on such Securities or portions of
Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of
such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender
of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall
be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to, but excluding,
the date fixed for redemption (but if the date fixed for redemption is an Interest Payment Date, the interest installment payable
on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section
2.03).


 


(b) Upon presentation of any Security of
such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate and the office or
agency where the Security is presented shall deliver to the Securityholder thereof, at the expense of the Company, a new Security
of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security so presented.


 


Section 3.04 Sinking Fund.


 


The provisions of Section 3.04, Section
3.05 and Section 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.


 


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of Securities of such series.


 


Section 3.05 Satisfaction of Sinking
Fund Payments with Securities.


 


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


 






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Section 3.06 Redemption of Securities
for Sinking Fund.


 


Not less than 45 days prior to each sinking
fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and will, together with such Officer’s Certificate,
deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the
Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 3.02 and the
Company shall cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 3.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section 3.03.


 


Article
4.

COVENANTS


 


Section 4.01 Payment of Principal,
Premium and Interest.


 


The Company will duly and punctually pay
or cause to be paid the principal of (and premium, if any) and interest on the Securities of that series at the time and place
and in the manner provided herein and established with respect to such Securities. Payments of principal on the Securities may
be made at the time provided herein and established with respect to such Securities by U.S. dollar check drawn on and mailed to
the address of the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer
to, a U.S. dollar account if such Securityholder shall have furnished wire instructions to the Trustee no later than 15 days prior
to the relevant payment date. Payments of interest on the Securities may be made at the time provided herein and established with
respect to such Securities by U.S. dollar check mailed to the address of the Securityholder entitled thereto as such address shall
appear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account if such Securityholder shall have furnished
wire instructions in writing to the Security Registrar and the Trustee no later than 15 days prior to the relevant payment
date.


 






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Section 4.02 Maintenance of Office
or Agency.


 


So long as any series of the Securities
remain Outstanding, the Company agrees to maintain an office or agency with respect to each such series and at such other location
or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series may be presented for payment,
(ii) Securities of that series may be presented as herein above authorized for registration of transfer and exchange, and (iii)
notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given or served,
such designation to continue with respect to such office or agency until the Company shall, by written notice signed by any officer
authorized to sign an Officer’s Certificate and delivered to the Trustee, designate some other office or agency for such
purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and
demands. The Company initially appoints the Corporate Trust Office of the Trustee as its paying agent with respect to the Securities;
provided that, no office of the Trustee shall be an office or agency for the purpose of service of legal process against
the Company.


 


Section 4.03 Paying Agents.


 


(a) If the Company shall appoint one or
more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent
to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions
of this Section:


 


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


 


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


 


(3) that it will, at any time during the continuance
of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent; and


 


(4) that it will perform all other duties
of paying agent as set forth in this Indenture.


 


(b) If the Company shall act as its own
paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium,
if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such
action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one
or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or
interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium
or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure
so to act.


 






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(c) Notwithstanding anything in this Section
to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05,
and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent,
such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or
such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall
be released from all further liability with respect to such money.


 


Section 4.04 Appointment to Fill Vacancy
in Office of Trustee.


 


The Company, whenever necessary to avoid
or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall
at all times be a Trustee hereunder.


 


Article
5.

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 5.01 Company to Furnish Trustee
Names and Addresses of Securityholders.


 


The Company will furnish or cause to be
furnished to the Trustee (a) within 15 days after each regular record date (as defined in Section 2.03) a list, in such form as
the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such regular record
date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as
the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form
and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the Trustee shall be the Security Registrar.


 


Section 5.02 Preservation of Information;
Communications with Securityholders.


 


(a) The Trustee shall preserve, in as current
a form as is reasonably practicable, all information as to the names and addresses of the holders of Securities contained in the
most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such capacity).


 


(b) The Trustee may destroy any list furnished
to it as provided in Section 5.01 upon receipt of a new list so furnished.


 






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(c) Securityholders may communicate as provided
in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture or under
the Securities, and, in connection with any such communications, the Trustee shall satisfy its obligations under Section 312(b)
of the Trust Indenture Act in accordance with the provisions of Section 312(b) of the Trust Indenture Act.


 


Section 5.03 Reports by the Company.


 


(a) The Company will at all times comply
with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide (which delivery may be via electronic
mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies of the annual reports and of
the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee
any correspondence filed with the Commission or any materials for which the Company has sought and received confidential treatment
by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s
Electronic Data Gathering, Analysis and Retrieval System (EDGAR), or any successor system, such filings shall be deemed to have
been delivered to the Trustee for purposes hereof without any further action required by the Company. For the avoidance of doubt,
a failure by the Company to file annual reports, information and other reports with the Commission within the time period prescribed
thereof by the Commission shall not be deemed a breach of this Section 5.03.


 


(b) Delivery of reports, information and
documents to the Trustee under Section 5.03 is for informational purposes only and the information and the Trustee’s receipt
of the foregoing shall not constitute actual or constructive notice of any information contained therein, or determinable from
information contained therein including the Company’s compliance with any of their covenants thereunder (as to which the
Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee is under no duty to examine any such reports,
information or documents delivered to the Trustee or filed with the Commission via EDGAR to ensure compliance with the provision
of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee
shall have no responsibility or duty whatsoever to ascertain or determine whether the above referenced filings with the Commission
on EDGAR (or any successor system) has occurred.


 


Section 5.04 Reports by the Trustee.


 


(a) If required by Section 313(a) of the
Trust Indenture Act, the Trustee, within sixty (60) days after each May 1, shall send to the Securityholders a brief report dated
as of such May 1, which complies with Section 313(a) of the Trust Indenture Act.


 


(b) The Trustee shall comply with Section
313(b) and 313(c) of the Trust Indenture Act.


 


(c) A copy of each such report shall, at
the time of such transmission to Securityholders, be filed by the Trustee with the Company, with each securities exchange upon
which any Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee when any
Securities become listed on any securities exchange.


 






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Article
6.

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


Section 6.01 Events of Default.


 


(a) Whenever used herein with respect to
Securities of a particular series, “Event of Default” means any one or more of the following events that has occurred
and is continuing:


 


(1) the Company defaults in the payment of
any installment of interest upon any of the Securities of that series, as and when the same shall become due and payable, and such
default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period
by the Company in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment
of interest for this purpose;


 


(2) the Company defaults in the payment of
the principal of (or premium, if any, on) any of the Securities of that series as and when the same shall become due and payable
whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund
established with respect to that series; provided, however, that a valid extension of the maturity of such Securities
in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of principal or
premium, if any;


 


(3) the Company fails to observe or perform
any other of its covenants or agreements with respect to that series contained in this Indenture or otherwise established with
respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement that has been expressly
included in this Indenture solely for the benefit of one or more series of Securities other than such series) for a period of 90
days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is
a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered or certified mail,
or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that series at the time
Outstanding;


 


(4) the Company pursuant to or within the
meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an
involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property or (iv)
makes a general assignment for the benefit of its creditors; or


 


(5) a court of competent jurisdiction enters
an order under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian
of the Company for all or substantially all of its property or (iii) orders the liquidation of the Company, and the order or decree
remains unstayed and in effect for 90 days.


 






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(b) In each and every such case (other than
an Event of Default specified in clause (a)(4) or clause (a)(5) above), unless the principal of all the Securities of that series
shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount
of the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by
such Securityholders), may declare the principal of (and premium, if any, on) and accrued and unpaid interest, if any, on all the
Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately
due and payable. If an Event of Default specified in clause (a)(4) or clause (a)(5) above occurs, the principal of and accrued
and unpaid interest on all the Securities of that series shall automatically be immediately due and payable without any declaration
or other act on the part of the Trustee or the holders of the Securities.


 


(c) At any time after the principal of (and
premium, if any, on) and accrued and unpaid interest on the Securities of that 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 holders of a majority in aggregate principal amount of the Securities of that series then Outstanding hereunder, by written
notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid
or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of that series
and the principal of (and premium, if any, on) any and all Securities of that series that shall have become due otherwise than
by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under
applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities of that series to the
date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and (ii) any and all Events of Default
under the Indenture with respect to such series, other than the nonpayment of principal on (and premium, if any, on) and accrued
and unpaid interest on Securities of that series that shall not have become due by their terms, shall have been remedied or waived
as provided in Section 6.06.


 


No such rescission and annulment shall extend
to or shall affect any subsequent default or impair any right consequent thereon.


 


(d) In case the Trustee shall have proceeded
to enforce any right with respect to Securities of that series under this Indenture and such proceedings shall have been discontinued
or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee,
then and in every such case, subject to any determination in such proceedings, the Company and the Trustee shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue
as though no such proceedings had been taken.


 






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Section 6.02 Collection of Indebtedness
and Suits for Enforcement by Trustee.


 


(a) The Company covenants that (i) in case
it shall default in the payment of any installment of interest on any of the Securities of a series, or in any payment required
by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable,
and such default shall have continued for a period of 90 days, or (ii) in case it shall default in the payment of the principal
of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity
of the Securities of a series or upon redemption or upon declaration or otherwise then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have
been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be,
with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable
under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable
to the Trustee under Section 7.06.


 


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


 


(c) In case of any receivership, insolvency,
liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company,
or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may
be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other
papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities
of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive
any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount
payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized
by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall
consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section
7.06.


 


(d) All rights of action and of asserting
claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced by
the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the
ratable benefit of the holders of the Securities of such series.


 






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In case of an Event of Default hereunder,
the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity
or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee
by this Indenture or by law.


 


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


 


Section 6.03 Application of Moneys
Collected.


 


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


 





(1)       FIRST:
To the payment of costs and expenses of collection and of all amounts payable to the Trustee under this Indenture;


 


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


 


(3)       THIRD:
To the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto.


  


Section 6.04 Limitation on Suits.


 


No holder of any Security of any series
shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (i) such Securityholder previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore
provided; (ii) the holders of not less than 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, suit or proceeding in its own name as Trustee hereunder;
(iii) such Securityholder or Securityholders shall have offered, and if requested, provided to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee
for 90 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit
or proceeding and (v) during such 90-day period, the holders of a majority in principal amount of the Securities of that series
do not give the Trustee a direction inconsistent with the request.


 






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Notwithstanding anything contained herein
to the contrary or any other provisions of this Indenture, the right of any holder of any Security to receive payment of the principal
of (and premium, if any) and interest on such Security, as therein provided, on or after the respective due dates expressed in
such Security (or in the case of redemption, on the redemption date), or to institute suit for the enforcement of any such payment
on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such holder and
by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security
of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series
shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions of
this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in
equity.


 


Section 6.05 Rights and Remedies Cumulative;
Delay or Omission Not Waiver.


 


(a) Except as otherwise provided in Section
2.07, all powers and remedies given by this Article to the Trustee or to the Securityholders shall, to the extent permitted by
law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Securities,
by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities.


 


(b) No delay or omission of the Trustee
or of any holder of any of the Securities to exercise any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article or by law to the Trustee
or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.


 






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Section 6.06 Control by Securityholders.


 


The holders of a majority in aggregate principal
amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.04, shall have the right
to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such series; provided, however, that such direction shall not be
in conflict with any rule of law or with this Indenture or subject the Trustee in its sole discretion to personal liability. Subject
to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject to
the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal liability or might be unduly prejudicial
to the Securityholders not involved in the proceeding (it being understood that the Trustee has no duty to determine whether any
such direction is prejudicial to any Securityholder). The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the holders
of all of the Securities of such series waive any past default in the performance of any of the covenants contained herein or established
pursuant to Section 2.01 with respect to such series and its consequences, except a default in the payment of the principal of,
or premium, if any, or interest on, any of the Securities of that series as and when the same shall become due by the terms of
such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments
of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c))). Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee
and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


Section 6.07 Undertaking to Pay Costs.


 


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


 


Article
7.

CONCERNING THE TRUSTEE


 


Section 7.01 Certain Duties and Responsibilities
of Trustee.


 


(a) The Trustee, prior to the occurrence
of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to
the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series
such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not
been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.


 






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(b) No provision of this Indenture shall
be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:


 


(1) prior to the occurrence of an Event of
Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to
that series that may have occurred:


 


(i) the duties and obligations of the Trustee
shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee
shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as
are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against
the Trustee; and


 


(ii) in the absence of negligence or willful
misconduct on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any
provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein);


 


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


 


(3) the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than
a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee
under this Indenture with respect to the Securities of that series;


 


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


 






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


 


(6) the permissive right of the Trustee to
do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and


 


(7) no Trustee shall have any duty or responsibility
for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.


 


Section 7.02 Certain Rights of Trustee.


 


Except as otherwise provided in Section 7.01:


 


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


 


(b) Any request, direction, order or demand
of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an instrument signed in the name of the
Company by any authorized Officer of the Company (unless other evidence in respect thereof is specifically prescribed herein);


 


(c) The Trustee may consult with counsel
of its selection and the opinion or written advice of such counsel or, if requested, any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon;


 


(d) The Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders
pursuant to the provisions of this Indenture, unless such Securityholders shall have offered, and if requested, provided to the
Trustee security or indemnity acceptable to the Trustee against the costs, expenses and liabilities that may be incurred therein
or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of
Default with respect to a series of the Securities (that has not been cured or waived), to exercise with respect to Securities
of that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs;


 


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


 






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(f) The Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, judgment, approval, bond, security, or other papers or documents or inquire as to the performance by the
Company of one of its covenants under this Indenture, unless requested in writing so to do by the holders of not less than a majority
in principal amount of the Outstanding Securities of the particular series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require security or indemnity acceptable
to the Trustee against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand;


 


(g) The Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall
not be responsible for the acts or omissions of any agent or attorney appointed with due care by it hereunder;


 


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


 


(i) The Trustee agrees to accept and act
upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods; provided, however, that such instructions or directions shall be signed by an authorized representative
of the party providing such instructions or directions. If the party elects to give the Trustee e-mail or facsimile instructions
(or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s
understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such
instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees
to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third
parties. The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals
and/or titles of officers authorized at such time to furnish the Trustee with Officer’s Certificates, Company Orders and
any other matters or directions pursuant to this Indenture;


 


(j) The rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder and under the Securities, and each agent, custodian or
other person employed to act under this Indenture; and


 


(k) The Trustee shall not be deemed to have
knowledge of any Default or Event of Default (other than an Event of Default constituting the failure to pay the interest on, or
the principal of, the Securities if the Trustee also serves the paying agent for such Securities) until the Trustee shall have
received written notification in the manner set forth in this Indenture or a Responsible Officer of the Trustee shall have obtained
actual knowledge.


 






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Section 7.03 Trustee Not Responsible
for Recitals or Issuance or Securities.


 


(a) The recitals contained herein and, in
the Securities, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness
of the same. The Trustee shall not be responsible for any statement in any registration statement, prospectus, or any other document
in connection with the sale of Securities. The Trustee shall not be responsible for any rating on the Securities or any action
or omission of any rating agency.


 


(b) The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities.


 


(c) The Trustee shall not be accountable
for the use or application by the Company of any of the Securities or of the proceeds of such Securities, or for the use or application
of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established pursuant to Section 2.01,
or for the use or application of any moneys received by any paying agent other than the Trustee.


 


Section 7.04 May Hold Securities.


 


The Trustee or any paying agent or Security
Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would
have if it were not Trustee, paying agent or Security Registrar.


 


Section 7.05 Moneys Held in Trust.


 


Subject to the provisions of Section 11.05,
all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under
no liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon.


 


Section 7.06 Compensation and Reimbursement.


 


(a) The Company shall pay to the Trustee
for each of its capacities hereunder from time to time compensation for its services as the Company and the Trustee shall from
time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by
it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 






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(b) The Company shall indemnify each of
the Trustee in each of its capacities hereunder against any loss, liability or expense (including the cost of defending itself
and including the reasonable compensation and expenses of the Trustee’s agents and counsel) incurred by it except as set
forth in Section 7.06(c) in the exercise or performance of its powers, rights or duties under this Indenture as Trustee or Agent
and the enforcement of this Indenture (including this Section). The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to
officers, directors, employees, shareholders and agents of the Trustee.


 


(c) The Company need not reimburse any expense
or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent
of the Trustee through negligence or willful misconduct as determined by a final order of a court of competent jurisdiction.


 


(d) To ensure the Company’s payment
obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or property held or collected by
the Trustee, except that held in trust to pay principal of or interest on particular Securities. When the Trustee incurs expenses
or renders services in connection with an Event of Default specified in Section 6.01(a)(4) or Section 6.01(a)(5), the expenses
(including the reasonable fees and expenses of its counsel) and the compensation for services in connection therewith are to constitute
expenses of administration under any bankruptcy law. The provisions of this Section 7.06 shall survive the termination of this
Indenture and the resignation or removal of the Trustee.


 


Section 7.07 Reliance on Officer’s
Certificate.


 


Except as otherwise provided in Section
7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct 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 willful misconduct on the part of the Trustee, shall be full warrant
to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.


 


Section 7.08 Disqualification; Conflicting
Interests.


 


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


 


Section 7.09 Corporate Trustee Required;
Eligibility.


 


There shall at all times be a Trustee with
respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws
of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person
permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal,
state, territorial, or District of Columbia authority.


 






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If such corporation or other Person publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor
may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.


 


Section 7.10 Resignation and Removal;
Appointment of Successor.


 


(a) The Trustee or any successor hereafter
appointed may at any time resign with respect to the Securities of one or more series by giving written notice thereof to the Company
and the Securityholders of such series. Upon receiving such notice of resignation, the Company shall promptly appoint a successor
trustee with respect to Securities of such series by written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment within 30 days after the sending of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect
to Securities of such series, or any Securityholder of that series who has been a bona fide holder of a Security or Securities
for at least six months may on behalf of himself and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


 


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


 


(1) the Trustee shall fail to comply with
the provisions of Section 7.08 after written request therefor by the Company or by any Securityholder who has been a bona fide
holder of a Security or Securities for at least six months; or


 


(2) the Trustee shall cease to be eligible
in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by
any such Securityholder; or


 


(3) the Trustee shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee
or of its property shall be appointed or consented to, or any public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, the Company may
remove the Trustee with respect to all Securities and appoint a successor trustee by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities for at least six months may,
on behalf of that holder and all others similarly situated, petition any court of competent jurisdiction, at the expense of the
Company, for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 






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(c) The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding may at any time, at the expense of the Company, remove
the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such
series with the consent of the Company.


 


(d) Any resignation or removal of the Trustee
and appointment of a successor trustee with respect to the Securities of a series pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.


 


(e) Any successor trustee appointed pursuant
to this Section may be appointed with respect to the Securities of one or more series or all of such series, and at any time there
shall be only one Trustee with respect to the Securities of any particular series.


 


Section 7.11 Acceptance of Appointment
by Successor.


 


(a) In case of the appointment hereunder
of a successor trustee with respect to all Securities, every such successor trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
trustee, such retiring Trustee shall, upon payment of any amounts due to it pursuant to the provisions of Section 7.06, execute
and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder.


 


(b) In case of the appointment hereunder
of a successor trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and
each successor trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental
hereto wherein each successor trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates,
(ii) shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust,
that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee and that no Trustee shall be responsible for any act or failure to act on the part of any other Trustee
hereunder; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no further responsibility for the exercise of rights and
powers or for the performance of the duties and obligations vested in the Trustee under this Indenture, and each such successor
trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee relates;
but, on request of the Company or any successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates.


 






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(c) Upon request of any such successor trustee,
the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee
all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.


 


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


 


(e) Upon acceptance of appointment by a
successor trustee as provided in this Section, the Company shall send notice of the succession of such trustee hereunder to the
Securityholders. If the Company fails to transmit such notice within 10 days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be transmitted at the expense of the Company.


 


Section 7.12 Merger, Conversion, Consolidation
or Succession to Business.


 


Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of
the Trustee, including the administration of the trust created by this Indenture, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 


Section 7.13 Preferential Collection
of Claims Against the Company.


 


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


 






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Section 7.14 Notice of Default.


 


If any Event of Default occurs and is continuing
and if such Event of Default is actually known to a Responsible Officer of the Trustee, the Trustee shall send to each Securityholder
in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act notice of the Event of Default within the
earlier of 90 days after it occurs and 30 days after it is actually known to a Responsible Officer of the Trustee or written notice
of it is received by the Trustee, unless such Event of Default has been cured; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or interest on any Security, the Trustee shall be
protected in withholding such notice if and so long as the Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Securityholders.


 


Article
8.

CONCERNING THE SECURITYHOLDERS


 


Section 8.01 Evidence of Action by
Securityholders.


 


Whenever in this Indenture it is provided
that the holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular series may
take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action the holders of such majority or specified percentage of that
series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders
of Securities of that series in person or by agent or proxy appointed in writing.


 


If the Company shall solicit from the Securityholders
of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option,
as evidenced by an Officer’s Certificate, fix in advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall
have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver
or other action may be given before or after the record date, but only the Securityholders of record at the close of business on
the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite
proportion of Outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series shall be computed
as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders
on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not
later than six months after the record date.


 






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Section 8.02 Proof of Execution by
Securityholders.


 


Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his or her agent or
proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


(a) The fact and date of the execution by
any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.


 


(b) The ownership of Securities shall be
proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof.


 


The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.


 


Section 8.03 Who May be Deemed Owners.


 


Prior to the due presentment for registration
of transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the Person
in whose name such Security shall be registered upon the books of the Security Registrar as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other
than the Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject
to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the contrary.


 


Section 8.04 Certain Securities Owned
by Company Disregarded.


 


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


 






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Section 8.05 Actions Binding on Future
Securityholders.


 


At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the majority or percentage
in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be included in the Securities the holders of which have
consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued
in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard
thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount
of the Securities of a particular series specified in this Indenture in connection with such action shall be conclusively binding
upon the Company, the Trustee and the holders of all the Securities of that series.


 


Article
9.

SUPPLEMENTAL INDENTURES


 


Section 9.01 Supplemental Indentures
Without the Consent of Securityholders.


 


In addition to any supplemental indenture
otherwise authorized by this Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without
the consent of the Securityholders, for one or more of the following purposes:


 


(a) to cure any ambiguity, defect, or inconsistency
herein or in the Securities of any series;


 


(b) to comply with Article 10;


 


(c) to provide for uncertificated Securities
in addition to or in place of certificated Securities;


 


(d) to add to the covenants, restrictions,
conditions or provisions relating to the Company for the benefit of the holders of all or any series of Securities (and if such
covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that
such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series), to
make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions
or provisions an Event of Default, or to surrender any right or power herein conferred upon the Company;


 


(e) to add to, delete from, or revise the
conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of
Securities, as herein set forth;


 


(f) to make any change that does not adversely
affect the rights of any Securityholder in any material respect;


 






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(g) to provide for the issuance of and establish
the form and terms and conditions of the Securities of any series as provided in Section 2.01, to establish the form of any certifications
required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders
of any series of Securities;


 


(h) to evidence and provide for the acceptance
of appointment hereunder by a successor trustee;


 


(i) to conform the text of this Indenture,
any indentures supplemental hereto or the forms or terms of such series of Securities issued hereunder to any provision of the
“Description of Notes” section of the relevant offering document of such series to the extent that such provision in
such “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, as provided
in an Officer’s Certificate; or


 


(j) to comply with any requirements of the
Commission or any successor in connection with the qualification of this Indenture under the Trust Indenture Act.


 


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


 


Any supplemental indenture authorized by
the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.


 


Section 9.02 Supplemental Indentures
With Consent of Securityholders.


 


With the consent (evidenced as provided
in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected
by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered
by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected thereby,
(a) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof or (b) reduce the aforesaid
percentage of Securities, the holders of which are required to consent to any such supplemental indenture.


 


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


 






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Section 9.03 Effect of Supplemental
Indentures.


 


Upon the execution of any supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, this Indenture shall, with respect to such series, be and be deemed
to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities of the series affected thereby shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.


 


Section 9.04 Securities Affected by
Supplemental Indentures.


 


Securities of any series affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article
or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any
securities exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors,
to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated
by the Trustee and delivered in exchange for the Securities of that series then Outstanding.


 


Section 9.05 Execution of Supplemental
Indentures.


 


Upon the request of the Company, accompanied
by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in
the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s
Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article
is authorized or permitted by the terms of this Article, such supplemental indenture is the legal, valid and binding obligation
of the Company and that all conditions precedent to the execution of the supplemental indenture have been complied with.


 


Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the
Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders
of all series affected thereby as their names and addresses appear upon the Security Register. Any failure of the Company to send,
or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.


 






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Article
10.

SUCCESSOR ENTITY


 


Section 10.01 Company May Consolidate,
Etc.


 


Nothing contained in this Indenture shall
prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company) or
successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall
prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor or successors as an
entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company or its successor or
successors); provided, however, the Company hereby covenants and agrees that, upon any such consolidation or merger
(in each case, if the Company is not the survivor of such transaction) or any such sale, conveyance, transfer or other disposition
(other than a sale, conveyance, transfer or other disposition to a Subsidiary of the Company), the due and punctual payment of
the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series,
according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture
with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the
Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act,
as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.


 


Section 10.02 Successor Entity Substituted.


 


(a) In case of any such consolidation, merger,
sale, conveyance, transfer or other disposition and upon the assumption by the successor entity by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations set forth under Section 10.01 on all of
the Securities of all series Outstanding, such successor entity shall succeed to and be substituted for the Company with the same
effect as if it had been named as the Company herein, and thereupon the predecessor corporation shall be relieved of all obligations
and covenants under this Indenture and the Securities.


 


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


 


(c) Nothing contained in this Article shall
require any action by the Company in the case of a consolidation or merger of any Person into the Company where the Company is
the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of all or any part of the property
of any other Person (whether or not affiliated with the Company).


 






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Article
11.

SATISFACTION AND DISCHARGE


 


Section 11.01 Satisfaction and Discharge
of Indenture.


 


If at any time: (a) the Company shall have
delivered to the Trustee for cancellation all Securities of a series theretofore authenticated and not delivered to the Trustee
for cancellation (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or
paid as provided in Section 2.07 and Securities for whose payment money or Governmental Obligations have theretofore been deposited
in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided
in Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit
or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations or a combination
thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered
to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity
or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable
hereunder with respect to such series by the Company then this Indenture shall thereupon cease to be of further effect with respect
to such series except for the provisions of Section 2.03, Section 2.05, Section 2.07, Section 4.01, Section 4.02, Section
4.03, Section 7.10, Section 11.05 and Section 13.04, that shall survive until the date of maturity or redemption date, as
the case may be, and Section 7.06 and Section 11.05, that shall survive to such date and thereafter, and the Trustee, on demand
of the Company and at the cost and expense of the Company shall execute such instruments reasonably requested by the Company acknowledging
satisfaction of and discharging this Indenture with respect to such series.


 


Section 11.02 Discharge of Obligations.


 


If at any time all such Securities of a
particular series not heretofore delivered to the Trustee for cancellation or that have not become due and payable as described
in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount
of Governmental Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such
date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations,
as the case may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Section 2.03, Section 2.05, Section 2.07, Section 4.01, Section
4.02, Section 4.03, Section 7.06, Section 7.10, Section 11.05 and Section 13.04 hereof that shall survive until such Securities
shall mature and be paid. Thereafter, Section 7.06 and Section 11.05 shall survive.


 






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Section 11.03 Deposited Moneys to be
Held in Trust.


 


All moneys or Governmental Obligations deposited
with the Trustee pursuant to Section 11.01 or Section 11.02 shall be held in trust and shall be available for payment as due,
either directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular
series of Securities for the payment or redemption of which such moneys or Governmental Obligations have been deposited with the
Trustee.


 


Section 11.04 Payment of Moneys Held
by Paying Agents.


 


In connection with the satisfaction and
discharge of this Indenture all moneys or Governmental Obligations then held by any paying agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability
with respect to such moneys or Governmental Obligations.


 


Section 11.05 Repayment to Company.


 


Subject to applicable abandoned property
law any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust
for payment of principal of or premium, if any, or interest on the Securities of a particular series that are not applied but remain
unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and payable, or such other shorter period set forth in applicable
escheat or abandoned or unclaimed property law, shall be repaid to the Company on May 31 of each year or upon the Company’s
request or (if then held by the Company) shall be discharged from such trust; and thereupon the paying agent and the Trustee shall
be released from all further liability with respect to such moneys or Governmental Obligations, and the holder of any of the Securities
entitled to receive such payment shall thereafter, as a general creditor, look only to the Company for the payment thereof.


 


Article
12.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 12.01 No Recourse.


 


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


 






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Article
13.

MISCELLANEOUS PROVISIONS


 


Section 13.01 Effect on Successors
and Assigns.


 


All the covenants, stipulations, promises
and agreements in this Indenture made by or on behalf of the Company shall bind its successors and assigns, whether so expressed
or not.


 


Section 13.02 Actions by Successor.


 


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


 


Section 13.03 Surrender of Company
Powers.


 


The Company by instrument in writing executed
by authority of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the Company, and
thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation.


 


Section 13.04 Notices.


 


Except as otherwise expressly provided herein,
any notice, request or demand that by any provision of this Indenture is required or permitted to be given, made or served by the
Trustee, the Security Registrar, any paying or other agent under this Indenture or by the holders of Securities or by any other
Person pursuant to this Indenture to or on the Company may be given or served by being deposited in first class mail, postage prepaid,
addressed (until another address is filed in writing by the Company with the Trustee), as follows:


 


Any notice, election, request or demand
by the Company or any Securityholder or by any other Person pursuant to this Indenture to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.


 


Section 13.05 Governing Law; Jurisdiction;
Jury Trial Waiver.


 


This Indenture and each Security shall be
governed by, and construed in accordance with, the internal laws of the State of New York, except to the extent that the Trust
Indenture Act is applicable.


 






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Each party hereto irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in the
Borough of Manhattan, New York, New York in any action or proceeding arising out of or relating to this Indenture, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indenture
shall affect any right that the parties hereto may otherwise have to bring any action or proceeding relating to this Indenture
against any party hereto or its properties in the courts of any jurisdiction.


 


EACH PARTY HERETO, AND EACH HOLDER OF A
SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.


 


Section 13.06 Treatment of Securities
as Debt.


 


It is intended that the Securities will
be treated as indebtedness and not as equity for federal income tax purposes. The provisions of this Indenture shall be interpreted
to further this intention.


 


Section 13.07 Certificates and Opinions
as to Conditions Precedent.


 


(a) Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee
an Officer’s Certificate stating that all conditions precedent provided for in this Indenture (other than the certificate
to be delivered pursuant to Section 13.12) relating to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate or opinion need be furnished.


 


(b) Each certificate or opinion provided
for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture (other
than the certificate to be delivered pursuant to Section 13.12 of this Indenture or Section 314(a)(1) of the Trust Indenture Act)
shall include (i) a statement that the Person making such certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the opinion of such Person, he has made such examination or investigation
as is reasonably necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been
complied with; and (iv) 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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Section 13.08 Payments on Business
Days.


 


Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental
to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue
on such payment for the period after such nominal date.


 


Section 13.09 Conflict with Trust Indenture
Act.


 


If and to the extent that any provision
of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act, such imposed
duties shall control.


 


Section 13.10 Counterparts.


 


This Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.
The exchange of copies of this Indenture and of signature pages by facsimile, pdf or other electronic transmission shall constitute
effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for
all purposes. Signatures of the parties hereto transmitted by facsimile, pdf or other electronic methods shall be deemed to be
their original signatures for all purposes.


 


Section 13.11 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.


 


Section 13.12 Compliance Certificates.


 


The Company shall deliver to the Trustee,
within 120 days after the end of each fiscal year during which any Securities of any series were outstanding, an Officer’s
Certificate stating whether or not the signers know of any Event of Default that occurred during such fiscal year. Such Officer’s
Certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting
officer of the Company that a review has been conducted of the activities of the Company and the Company’s performance under
this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section
13.12, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.
If the officer of the Company signing such certificate has knowledge of such an Event of Default, the certificate shall describe
any such Event of Default and its status.


 






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Section 13.13 U.S.A. Patriot Act.


 


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


 


Section 13.14 Force Majeure.


 


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


 


Section 13.15 Table of Contents; Headings.


 


The table of contents and headings of the
articles and sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered
a part hereof, and will not modify or restrict any of the terms or provisions hereof.


 


Section 13.16 E-Signatures.


 


Unless otherwise provided herein, the words
“execute”, “execution”, “signed”, and “signature” and words of similar import used
in or related to any document to be signed in connection with this Indenture or any of the transactions contemplated hereby (including
amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act, provided that, notwithstanding
anything herein to the contrary, the Trustee is under no obligation to agree to accept electronic signatures in any form or in
any format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee.


 


[Remainder of page intentionally left blank.]


 




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


 


	 	CADIZ INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[NAME OF TRUSTEE], as Trustee
	 	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 


 






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	CROSS-REFERENCE TABLE (1)	 	 
	 	 	 
	Section of Trust Indenture Act of 1939, as Amended	 	Section of Indenture
	310(a)	 	7.09
	310(b)	 	7.08
	 	 	7.10
	310(c)	 	Inapplicable
	311(a)	 	7.13
	311(b)	 	7.13
	311(c)	 	Inapplicable
	312(a)	 	5.01
	 	 	5.02(a)
	312(b)	 	5.02(c)
	312(c)	 	5.02(c)
	313(a)	 	5.04(a)
	313(b)	 	5.04(b)
	313(c)	 	5.04(a)
	 	 	5.04(b)
	313(d)	 	5.04(c)
	314(a)	 	5.03
	 	 	13.12
	314(b)	 	Inapplicable
	314(c)	 	13.07(a)
	314(d)	 	Inapplicable
	314(e)	 	13.07(b)
	314(f)	 	Inapplicable
	315(a)	 	7.01(a)
	 	 	7.01(b)
	315(b)	 	7.14
	315(c)	 	7.01
	315(d)	 	7.01(b)
	315(e)	 	6.07
	316(a)	 	6.06
	 	 	8.04
	316(b)	 	6.04
	316(c)	 	8.01
	317(a)	 	6.02
	317(b)	 	4.03
	318(a)	 	13.09


 


		(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.


 


 


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