Exhibit 4.7


 


ReneSola Ltd


 





 








 


INDENTURE


Dated as of [ ]


 







 



 


[ ]


 


 


 


 






     


     


    

 











TABLE OF CONTENTS


 





Page


 




	Article I   DEFINITIONS AND INCORPORATION BY REFERENCE	1
	Section 1.1   Definitions.	1
	Section 1.2   Other Definitions.	3
	Section 1.3   Incorporation by Reference of Trust Indenture Act.	3
	Section 1.4   Rules of Construction.	3
	Article II   THE SECURITIES	3
	Section 2.1   Issuable in Series.	3
	Section 2.2   Establishment of Terms of Series of Securities.	4
	Section 2.3   Execution and Authentication.	6
	Section 2.4   Registrar and Paying Agent.	6
	Section 2.5   Paying Agent to Hold Money in Trust.	7
	Section 2.6   Security Holder Lists.	7
	Section 2.7   Transfer and Exchange.	7
	Section 2.8   Mutilated, Destroyed, Lost and Stolen Securities.	7
	Section 2.9   Outstanding Securities.	8
	Section 2.10   Treasury Securities.	8
	Section 2.11   Temporary Securities.	8
	Section 2.12   Cancellation.	8
	Section 2.13   Defaulted Interest.	9
	Section 2.14   Global Securities.	9
	Section 2.15   CUSIP Numbers.	9
	Article III   REDEMPTION	10
	Section 3.1   Notice to Trustee.	10
	Section 3.2   Selection of Securities to be Redeemed.	10
	Section 3.3   Notice of Redemption.	10
	Section 3.4   Effect of Notice of Redemption.	10
	Section 3.5   Deposit of Redemption Price.	10
	Section 3.6   Securities Redeemed in Part.	10
	Article IV   COVENANTS	11
	Section 4.1   Payment of Principal and Interest.	11
	Section 4.2   SEC Reports.	11
	Section 4.3   Compliance Certificate.	11
	Section 4.4   Stay, Extension and Usury Laws.	11
	Section 4.5   Corporate Existence.	11
	Article V   SUCCESSORS	12
	Section 5.1   When Company May Merge, Etc.	12
	Section 5.2   Successor Corporation Substituted.	12
	Article VI   DEFAULTS AND REMEDIES	12
	Section 6.1   Events of Default.	12
	Section 6.2   Acceleration of Maturity; Rescission and Annulment.	13
	Section 6.3   Collection of Indebtedness and Suits for Enforcement by Trustee.	13
	Section 6.4   Trustee May File Proofs of Claim.	13
	Section 6.5   Trustee May Enforce Claims Without Possession of Securities.	14
	Section 6.6   Application of Money Collected.	14
	Section 6.7   Limitation on Suits.	14
	Section 6.8   Unconditional Right of Holders to Receive Principal and Interest.	14
	Section 6.9   Restoration of Rights and Remedies.	15
	Section 6.10   Rights and Remedies Cumulative.	15
	Section 6.11   Delay or Omission Not Waiver.	15
	Section 6.12   Control by Holders.	15
	Section 6.13   Waiver of Past Defaults.	15
	Section 6.14   Undertaking for Costs.	15



 






     


     


    

  


	Article VII   TRUSTEE	16
	Section 7.1   Duties of Trustee.	16
	Section 7.2   Rights of Trustee.	17
	Section 7.3   Force Majeure.	18
	Section 7.4   Individual Rights of Trustee.	18
	Section 7.5   Trustee’s Disclaimer.	18
	Section 7.6   Notice of Defaults.	18
	Section 7.7   Reports by Trustee to Holders.	18
	Section 7.8   Compensation and Indemnity.	18
	Section 7.9   Replacement of Trustee.	19
	Section 7.10   Successor Trustee by Merger, etc.	19
	Section 7.11   Eligibility; Disqualification.	20
	Section 7.12   Preferential Collection of Claims Against Company.	20
	Article VIII   SATISFACTION AND DISCHARGE; DEFEASANCE	20
	Section 8.1   Satisfaction and Discharge of Indenture.	20
	Section 8.2   Application of Trust Funds; Indemnification.	20
	Section 8.3   Legal Defeasance of Securities of any Series.	21
	Section 8.4   Covenant Defeasance.	22
	Section 8.5   Repayment to Company.	22
	Article IX   SUPPLEMENTAL INDENTURES, AMENDMENTS AND WAIVERS	23
	Section 9.1   Without Consent of Holders.	23
	Section 9.2   With Consent of Holders.	23
	Section 9.3   Limitations.	23
	Section 9.4   Compliance with Trust Indenture Act.	24
	Section 9.5   Revocation and Effect of Consents.	24
	Section 9.6   Notation on or Exchange of Securities.	24
	Section 9.7   Trustee Protected.	24
	Article X   MISCELLANEOUS	25
	Section 10.1   Trust Indenture Act Controls.	25
	Section 10.2   Notices.	25
	Section 10.3   Communication by Holders with Other Holders.	25
	Section 10.4   Certificate and Opinion as to Conditions Precedent.	25
	Section 10.5   Statements Required in Certificate or Opinion.	26
	Section 10.6   Rules by Trustee and Agents.	26
	Section 10.7   Legal Holidays.	26
	Section 10.8   No Recourse Against Others.	26
	Section 10.9   Counterparts.	26
	Section 10.10   Governing Laws.	26
	Section 10.11   No Adverse Interpretation of Other Agreements.	27
	Section 10.12   Successors.	27
	Section 10.13   Severability.	27
	Section 10.14   Table of Contents, Headings, Etc.	27
	Section 10.15   Securities in a Foreign Currency or in ECU.	27
	Section 10.16   Judgment Currency.	27
	Article XI   SINKING FUNDS	28
	Section 11.1   Applicability of Article.	28
	Section 11.2   Satisfaction of Sinking Fund Payments with Securities.	28
	Section 11.3   Redemption of Securities for Sinking Fund.	28


 












     


     


    




 


ReneSola Ltd

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [ ]


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


 


	§ 310(a)(1)	7.11
	(a)(2)	7.11
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	7.11
	(b)	7.11
	§ 311(a)	7.12
	(b)	7.12
	§ 312(a)	2.6
	(b)	10.3
	(c)	10.3
	§ 313(a)	7.7
	(b)(1)	7.7
	(b)(2)	7.7
	(c)	7.7
	(d)	7.7
	§ 314(a)	4.2, 10.5
	(b)	Not Applicable
	(c)(1)	10.4
	(c)(2)	10.4
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	10.5
	(f)	Not Applicable
	§ 315(a)	7.1
	(b)	7.6
	(c)	7.1
	(d)	7.1
	(e)	6.14
	§ 316(a)	2.10
	(a)(1)(A)	6.12
	(a)(1)(B)	6.13
	(b)	6.8
	§ 317(a)(1)	6.3
	(a)(2)	6.4
	(b)	2.5
	§ 318(a)	10.1


 









     


     


    




 


Indenture dated as of
[ ] between ReneSola Ltd, a British Virgin Islands company (“Company”), and [ ] (“Trustee”).


Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.


 


Article
I


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section
1.1                 
Definitions.


 


“Additional Amounts”
means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.


 


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


 


“Agent”
means any Registrar, Paying Agent or Notice Agent.


 


“Board of Directors”
means the Board of Directors of the Company or any duly authorized committee thereof.


 


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


 


“Business Day”
means, unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular
Series, any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized
or required by law, regulation or executive order to close or a day the Corporate Trust Office is closed.


 


“Capital Stock”
means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock.


 


“Company”
means the party named as such above until a successor replaces it and thereafter means the successor.


 


“Company Order”
means a written order signed in the name of the Company by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer.


 


“Company Request”
means a written request signed in the name of the Company by its Chairman, its Chief Executive Officer, or any Vice President and
by its Chief Financial Officer and delivered to the Trustee.


 


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


 


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


 


“Depositary”
means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities,
the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under
the Exchange Act; and if at any time there is more than one such person, “Depositary” as used with respect to the Securities
of any Series shall mean the Depositary with respect to the Securities of such Series.


 


“Discount Security”
means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.2.


 


“Dollars”
and “$” means the currency of The United States of America.


 


“ECU”
means the European Currency Unit as determined by the Commission of the European Union.


 


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


 


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


 


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



 


“Global Security”
or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant
to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and
registered in the name of such Depositary or nominee.



 












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“Holder”
or “Security Holder” means a person in whose name a Security is registered.


 










“IFRS”
means International Financial Reporting Standards, as issued by the International Accounting Standards Board, , which are in effect
as of the date of determination.


 


“Indenture”
means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder.


 


“interest”
with respect to any Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


 


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


 


“Officer”
means the Chairman, the Chief Executive Officer, the Chief Operating Officer, or the Chief Financial Officer of the Company.


 


“Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the Company’s principal executive
officer, principal financial officer or principal accounting officer.


 


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



 





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


 


“principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in
respect of, the Security.


 


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular
corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject and who shall in each case have direct responsibility for the administration of this Indenture.






 


“SEC”
means the Securities and Exchange Commission.


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


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


“


Stated Maturity”
when used with respect to any Security, means the date specified in such Security as the fixed date on which the principal of such
Security or interest is due and payable.


 


“Subsidiary”
of any specified person means any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other
Subsidiaries of that person or a combination thereof.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required
by any such amendment, the Trust Indenture Act as so amended.


 


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


 


“U.S. Government
Obligations” means securities which are (i) direct obligations of The United States of America for the payment of which
its full faith and credit is pledged or (ii) 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, and which in the case of (i) and (ii) are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for
the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation evidenced by such depository receipt.


 






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Section
1.2                 
Other Definitions.


 


	TERM	DEFINED IN SECTION
	“Bankruptcy Law”	6.1
	“Custodian”	6.1
	“Event of Default”	6.1
	“Journal”	10.15
	“Judgment Currency”	10.16
	“Legal Holiday”	10.7
	“mandatory sinking fund payment”	11.1
	“Market Exchange Rate”	10.15
	“New York Banking Day”	10.16
	“Notice Agent”	2.4
	“optional sinking fund payment”	11.1
	“Paying Agent”	2.4
	“Registrar”	2.4
	“Required Currency”	10.16
	“successor person”	5.1


 


Section
1.3                 
Incorporation by Reference of Trust Indenture Act.


 


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:


 





“Commission”
means the SEC.


“indenture securities”
means the Securities.


“indenture security
holder” means a Security Holder.


“indenture to
be qualified” means this Indenture.


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


“obligor”
on the indenture securities means the Company and any successor obligor upon the Securities.


 


All other terms used in
this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and
not otherwise defined herein are used herein as so defined.


 


Section
1.4                 
Rules of Construction.


 


Unless the context otherwise
requires:


 





		(a)	a term has the meaning assigned to it;




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



		(c)	“or” is not exclusive;



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



		(e)	provisions apply to successive events and transactions.






 


Article
II


THE SECURITIES


 


Section
2.1                 
Issuable in Series.


 





The aggregate principal
amount of Securities that may be authenticated and delivered under this Indenture is [US$200 million]. The Securities may be issued
in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided
in a Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant
to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board
Resolution, Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority
granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record
date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters,
provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.


 






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Section
2.2                 
Establishment of Terms of Series of Securities.


 


At or prior to the issuance
of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1
and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.21)
by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution or Officers’
Certificate, and associated supplemental indenture:


 


2.2.1          
the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of
any other Series);


 


2.2.2          
the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series
will be issued;


 


2.2.3          
any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);


 


2.2.4          
the date or dates on which the principal of the Securities of the Series is payable;


 


2.2.5          
the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such
rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which
the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the
date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable
on any interest payment date;


 


2.2.6          
the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable,
where the Securities of such Series may be surrendered for registration of transfer or exchange and where notices and demands to
or upon the Company in respect of the Securities of such Series and this Indenture may be served, and the method of such payment,
if by wire transfer, mail or other means;


 


2.2.7          
if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon
which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company;


 


2.2.8          
the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking
fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;


 


2.2.9          
the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by
the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;


 


2.2.10       
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities
of the Series shall be issuable;


 


2.2.11       
the forms of the Securities of the Series and whether the Securities will be issuable as Global Securities;


 


2.2.12       
if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that
shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2;


 






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2.2.13       
the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, including,
but not limited to, the ECU, and if such currency of denomination is a composite currency other than the ECU, the agency or organization,
if any, responsible for overseeing such composite currency;


 


2.2.14       
the designation of the currency, currencies or currency units in which payment of the principal of and interest,
if any, on the Securities of the Series will be made;


 


2.2.15       
if payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies
or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with
respect to such payments will be determined;


 


2.2.16       
the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will
be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to
a commodity, commodity index, stock exchange index or financial index;


 


2.2.17       
the provisions, if any, relating to any security provided for the Securities of the Series;


 


2.2.18       
any addition to or change in the Events of Default which applies to any Securities of the Series and any change in
the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant
to Section 6.2;


 


2.2.19       
any addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;


 


2.2.20       
any material income tax considerations applicable;


 


2.2.21       
if the Securities of the Series are to be convertible into or exchangeable for any securities of any Person (including
the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;


 


2.2.22       
whether the Securities of the Series are subject to subordination and the terms of such subordination;


 


2.2.23       
any other terms of the Securities of the Series (which may supplement, modify or delete any provision of this Indenture
insofar as it applies to such Series); and


 


2.2.24       
any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect
to Securities of such Series if other than those appointed herein.


 


All Securities of any
one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture,
if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to
above.


 






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Section
2.3                 
Execution and Authentication.


 


Two Officers shall sign
the Securities for the Company by manual or facsimile signature.


 


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


 


A Security shall not be
valid until authenticated by the manual or facsimile signature of the Trustee or an authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this Indenture.


 


The Trustee shall at any
time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Each Security shall
be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate.


 


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


 


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


 


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


 


The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 


Section
2.4                 
Registrar and Paying Agent.


 


The Company shall maintain,
with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2,
an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where
Securities of such Series may be surrendered for registration of transfer or exchange, where Securities of such Series eries that
are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, where Securities of such Series may
be surrendered for conversion or exchange (“Registrar”) and where notices and demands to or upon the Company in respect
of the Securities of such Series and this Indenture may be delivered (“Notice Agent”). The Trustee or Notice Agent,
as applicable, shall deliver such notices and demands to the Company in accordance with Section 10.2 hereof. The Registrar shall
keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written
notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Notice
Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Notice Agent or shall fail
to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or delivered
at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


The Company may also from
time to time designate one or more co-registrars, additional paying agents or notice agents and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations
to maintain a Registrar, Paying Agent and Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any
Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and
of any change in the name or address of any such co-registrar, additional paying agent or notice agent. The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Notice
Agent” includes any additional notice agent.


 






    6 


     


    

 


The Company hereby appoints
the Trustee the initial Registrar, Paying Agent and Notice Agent for each Series unless another Registrar, Paying Agent or Notice
Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.


 


The Company hereby appoints
The Depository Trust Company to act as Depositary with respect to the Securities.


 


Section
2.5                 
Paying Agent to Hold Money in Trust.


 


The Company shall require
each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Security
Holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest
on the Series of Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary
of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Security Holders of
any Series of Securities all money held by it as Paying Agent.


 


Section
2.6                 
Security Holder Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Security Holders
of each Series of Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least ten days before each interest payment date and at such other times as the Trustee may request
in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Security
Holders of each Series of Securities.


 


Section
2.7                 
Transfer and Exchange.


 


Where Securities of a
Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal
principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements
for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities upon
receipt of a Company Order. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly
permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant
to Sections 2.11, 3.6 or 9.6).


 


Neither the Company nor
the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning
at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series
selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange
Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities
selected, called or being called for redemption in part.


 


Section
2.8                 
Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


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


 


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


 






    7 


     


    

 


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


 


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


 


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


 


Section
2.9                 
Outstanding Securities.


 


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


 


If a Security is replaced
pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser.


 


If the Paying Agent (other
than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding
and interest on them ceases to accrue.


 


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


 


In determining whether
the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such
purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.2.


 


Section
2.10              
Treasury Securities.


 


In determining whether
the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction,
notice, consent or waiver, Securities of a Series owned by the Company or any Affiliate of the Company shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization,
direction, notice, consent or waiver only Securities of a Series that the Trustee knows are so owned shall be so disregarded.


 


Section
2.11              
Temporary Securities.





 


Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee, upon receipt of a Company Order, shall authenticate temporary
Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have
variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare
and the Trustee, upon receipt of a Company Order, shall authenticate definitive Securities of the same Series and date of maturity
in exchange for temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture
as the definitive Securities.


 


Section
2.12              
Cancellation.


 


The Company at any time
may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. Upon receipt of written instruction from the Company, the
Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy
such canceled Securities and deliver a certificate of such destruction to the Company, unless the Company otherwise directs. The
Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.


 






    8 


     


    

 


Section
2.13              
Defaulted Interest.


 


If the Company defaults
in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law,
any interest payable on the defaulted interest, to the persons who are Security Holders of the Series on a subsequent special record
date. The Company shall fix the record date and payment date. At least 10 days before the record date, the Company shall mail to
the Trustee and to each Security Holder of the Series a notice that states the record date, the payment date and the amount of
interest to be paid. The Company may pay defaulted interest in any other lawful manner.



 


Section
2.14              
Global Securities.


 


2.14.1       
Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall
establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and
the Depositary for such Global Security or Securities.


 


2.14.2       
Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and
in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered
in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be
a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered
as a clearing agency under the Exchange Act within 90 days of such event or (ii) the Company executes and delivers to the Trustee
an Officers’ Certificate to the effect that such Global Security shall be so exchangeable. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct
in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.


 


Except as provided in
this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security
to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by
the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.


 


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 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.


 


2.14.3       
Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form:


 


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


 


2.14.4       
Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or
take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give
or take under the Indenture.


 


2.14.5       
Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section
2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.


 


2.14.6       
Consents, Declaration and Directions. Except as provided in Section 2.14.5, the Company, the Trustee and any Agent
shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security
as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.


 


Section
2.15              
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 Holders; 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.


 






    9 


     


    

 


Article
III

REDEMPTION


 


Section
3.1                 
Notice to Trustee.


 


The Company may, with
respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided
for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give the Trustee notice
at least 45 days before the redemption date (or such shorter notice as may be acceptable to the Trustee).


 


Section
3.2                 
Selection of Securities to be Redeemed.


 


Unless otherwise indicated
for a particular Series by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, if less than
all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any
manner that the Trustee deems fair and appropriate and in accordance with its customary practices or the selection shall be in
accordance with DTC procedures, as applicable. The Trustee shall make the selection from Securities of the Series outstanding not
previously called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or
whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10,
the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities
of a Series called for redemption also apply to portions of Securities of that Series called for redemption.


 


Section
3.3                 
Notice of Redemption.


 


Unless otherwise indicated
for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder
whose Securities are to be redeemed.


 


The notice shall identify
the Securities of the Series to be redeemed and shall state:


 


		(a)	the redemption date;



		(b)	the redemption price;



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



		(d)	that Securities of the Series called for redemption
must be surrendered to the Paying Agent to collect the redemption price;



		(e)	that interest on Securities of the Series called for
redemption ceases to accrue on and after the redemption date;



		(f)	the CUSIP number, if any; and



		(g)	any other information as may be required by the terms
of the particular Series or the Securities of a Series being redeemed.



 


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


 


Section
3.4                 
Effect of Notice of Redemption.


 


Once notice of redemption
is mailed or published as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption
date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities
shall be paid at the redemption price plus accrued interest to the redemption date.


 


Section
3.5                 
Deposit of Redemption Price.


 


On or before the redemption
date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if
any, on all Securities to be redeemed on that date.


 


Section
3.6                 
Securities Redeemed in Part.


 


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


 









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Article
IV

COVENANTS


 


Section
4.1                 
Payment of Principal and Interest.


 


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


 


Section
4.2                 
SEC Reports.


 


The Company shall deliver
to the Trustee within 15 days after it files them with the SEC 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 SEC may by rules and regulations prescribe) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply
with the other provisions of TIA § 314(a).


 


Section
4.3                 
Compliance Certificate.


 


The Company shall deliver
to the Trustee, within 120 days after the end of each fiscal year (which on the date hereof ends on December 31) of the Company,
an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his/her knowledge the Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions
hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he
may have knowledge).


 


The Company will, so long
as any of the Securities are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default,
an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.


 


Section
4.4                 
Stay, Extension and Usury Laws.


 


The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture or the Securities; and the Company (to the extent it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law has been enacted.


 


Section
4.5                 
Corporate Existence.


 


Subject to Article V,
the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence
and the rights (charter and statutory), licenses and franchises of the Company; provided, however, that the Company shall not be
required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof
is not adverse in any material respect to the Holders.


 






    11 


     


    




 


Article
V


SUCCESSORS


 


Section
5.1                 
When Company May Merge, Etc.


 


The Company shall not
consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to,
any person (a “successor person”) unless:


 


(a)                
the Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized
and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on
the Securities and under this Indenture and


 


(b)               
immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.


 


The Company shall deliver
to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and
an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.


 


Notwithstanding the above,
any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties to the Company. Neither
an Officers’ Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith.


 


Section
5.2                 
Successor Corporation Substituted.


 


Upon any consolidation
or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance
with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which
such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein;
provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall
be released from all obligations and covenants under this Indenture and the Securities.


 


Article
VI

DEFAULTS AND REMEDIES


 


Section
6.1                 
Events of Default.


 


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


 


(a)                
default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance
of such default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee
or with a Paying Agent prior to the expiration of such period of 30 days); or


 


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


 


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


 


(d)               
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,



		(iv)	makes a general assignment for the benefit of its creditors, or



		(v)	generally is unable to pay its debts as the same become due; or



 


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


		(i)	is for relief against the Company in an involuntary case,



		(ii)	appoints a Custodian of the Company or 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 60 days; or


 


(f)                 
any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2.18.


 


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


 






    12 


     


    

 


Section
6.2                 
Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default
with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred
to in Section 6.1(d) or (e)) then in every such case the Trustee or the Holders of not less than 25% in principal amount of the
outstanding Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities,
such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if
any, on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid
interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(d) or (e) shall occur,
the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso
facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.


 


At any time after such
a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of
the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal
and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 6.13.


 


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


 


Section
6.3                 
Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants
that if


 


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



		(b)	default is made in the payment of principal of any
Security at the Maturity thereof, or



		(c)	default is made in the deposit of any sinking fund
payment when and as due by the terms of a Security,



 


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


 


If the Company fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be
payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.


 


Notwithstanding any other
provision of this Indenture, if an Event of Default with respect to any Securities of any Series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series
by pursuing any available remedy by proceeding at law or in equity as the Trustee shall deem most effectual to protect and enforce
any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise
of any power granted herein, or to enforce any other proper remedy.


 


Section
6.4                 
Trustee May File Proofs of Claim.


 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor
or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for
the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(a)                
to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceeding, and


 


(b)               
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the
same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.8.


 









    13 


     


    

 


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


  


Section
6.5                 
Trustee May Enforce Claims Without Possession of Securities.


 


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


 


Section
6.6                 
Application of Money Collected.


 


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


 


First: To the payment
of all amounts due the Trustee under Section 7.8; and





 


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





 


Third: To the Company
or to such party as a court of competent jurisdiction shall direct.


 


Section
6.7                 
Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and
intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all such Holders.


 


Section
6.8                 
Unconditional Right of Holders to Receive Principal and Interest.


 


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


 






    14 


     


    

 


Section
6.9                 
Restoration of Rights and Remedies.


 


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


 


Section
6.10              
Rights and Remedies Cumulative.


 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section
6.11              
Delay or Omission Not Waiver.


 


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


 


Section
6.12              
Control by Holders.


 


The Holders of not less
than a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such Series, provided that


 


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



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



		(c)	subject to the provisions of Section 7.1, the Trustee
shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the
Trustee, determine that the proceeding so directed would involve the Trustee in personal liability.



 


Section
6.13              
Waiver of Past Defaults.


 


The Holders of not less
than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities
of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default in the payment
of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal
amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.


 


Section
6.14              
Undertaking for Costs.


 


All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of
any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security
on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption
date).


 






    15 


     


    

 


Article
VII

TRUSTEE


 


Section
7.1                 
Duties of Trustee.


 


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





 


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


		(i)	The Trustee need perform only those duties that are specifically set forth in this Indenture and no
others.



		(ii)	In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished
to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officers’ Certificates
or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall
examine such Officers’ Certificates and Opinions of Counsel 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).



 





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


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



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



		(iii)	The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken
by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal
amount of the outstanding Securities of such Series 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 such Series.



		(iv)	Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a),
(b) and (c) of this Section.



 





(d)               
The Trustee may refuse to perform any duty or exercise any right or power unless it receives security or indemnity
satisfactory to it against any loss, liability or expense.





 


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


 


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


 


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


 






    16 


     


    

 


Section
7.2                 
Rights of Trustee.





 


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


 


(b)               
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel,
or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel. No such Officers’ Certificate or Opinion of Counsel shall be at the expense of the Trustee.
Any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate.


 


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


 


(d)               
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or bad faith. The Trustee
shall not be liable for any special, punitive or consequential damages, even if they were reasonably foreseeable.


 


(e)                
The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder, and the
Trustee may conclusively rely on any such advice or Opinion of Counsel.


 


(f)                 
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at
the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction.


 


(g)               
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit.


 


(h)               
The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a payment default under
Section 6.1 or 6.2) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such
a default at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of
a particular Series and this Indenture.


 


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


 


(j)                 
The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals
and titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate
may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.


 


(k)               
The Trustee shall have no duty to inquire as to or monitor the performance of the Issuer with respect to the covenants
contained in Article IV.


 


(l)                 
The Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and
powers under this Indenture.


 


(m)              
Nothing herein shall be deemed to require the Trustee to submit to the jurisdiction or venue of a non-U.S. court.


 






    17 


     


    

 


Section
7.3                 
Force Majeure.


 


(a)                
The Trustee shall have no liability for delays or inability to perform its duties hereunder due to forces majeures,
events beyond its control, such as (but not exclusively) civil unrest, earthquakes, hurricanes or other natural disasters, floods,
utility failures, transmission interruptions, power failures, wars, governmental declarations or Acts of God; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 


(b)               
Delivery of reports or information by the Company shall not be deemed to confer actual or constructive knowledge
or notice on the Trustee with respect to a Default or Event of Default, or otherwise.


 


Section
7.4                 
Individual Rights of Trustee.


 


The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of
the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee
is also subject to Sections 7.11 and 7.12.


 


Section
7.5                 
Trustee’s Disclaimer.


 


The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of
the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication.


 


Section
7.6                 
Notice of Defaults.


 


If a Default or Event
of Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible Officer of
the Trustee, the Trustee shall mail (or deliver notice subject to the applicable procedures of the Depositary or relevant clearing
system) to each Security Holder of the Securities of that Series notice of a Default or Event of Default within 90 days after it
occurs or, if later, after a Responsible Officer of the Trustee has written notice of such Default or Event of Default. Except
in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, or in the payment
of any sinking fund installment, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee
of its Responsible Officers in good faith determines that withholding the notice is in the interests of Security Holders of that
Series.


 


Section
7.7                 
Reports by Trustee to Holders.


 


Within 60 days after May
15 in each year, the Trustee shall transmit by mail to all Security Holders, as their names and addresses appear on the register
kept by the Registrar, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA §
313.


 


A copy of each report
at the time of its mailing to Security Holders of any Series shall be filed with the SEC and each stock exchange on which the Securities
of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock
exchange.


 


Section
7.8                 
Compensation and Indemnity.


 


The Company shall pay
to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree 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.


 


The Company shall indemnify
each of the Trustee and any predecessor Trustee against any loss, liability or expense (including the cost of defending itself)
incurred by it except as set forth in the next paragraph in the performance of the Trustee duties under this Indenture as Trustee
or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity; provided, however, that failure
to so notify the Company shall not relieve it of its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense; provided, however, the Trustee may conduct its own defense if there is a conflict of interest between
the interests of the Company and those of the Trustee. The Trustee may have one separate counsel (in addition to local counsel,
if applicable) 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 or agents of the Trustee.


 






    18 


     


    

 


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,
Agent or agent of the Trustee to the extent it is attributed to its own negligence or willful conduct as determined by a court
of competent jurisdiction in a final, non-appealable order.


 


To secure the Company’s
payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property
held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series.


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 6.1(d) or (e) occurs, the expenses and the compensation
for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.


 


The provisions of this
Section shall survive the termination of this Indenture and the resignation and removal of the Trustee.


 


Section
7.9                 
Replacement of Trustee.


 


A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance
of appointment as provided in this Section.


 


The Trustee may resign
with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed
resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect
to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect to Securities of one
or more Series if:


 


		(a)	the Trustee fails to comply with Section 7.11;



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



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



		(d)	the Trustee becomes incapable of acting.



 


If the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding
Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 


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


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee upon payment of its fees and expenses then unpaid shall transfer all property held by it as Trustee to the successor Trustee
subject to the lien provided for in Section 7.8, the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for
which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Security
Holder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.9, the Company’s obligations
under Section 7.8 hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred
by it prior to such replacement.


 


Section
7.10              
Successor Trustee by Merger, etc.


 


If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.


 






    19 


     


    

 


Section
7.11              
Eligibility; Disqualification.


 


This Indenture shall always
have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee shall always have a combined capital
and surplus of at least $150,000 as set forth in its most recent published annual report of condition. The Trustee shall comply
with TIA § 310(b).


 


Section
7.12              
Preferential Collection of Claims Against Company.


 


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


 


Article
VIII

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section
8.1                 
Satisfaction and Discharge of Indenture.


 


This Indenture shall upon
Company Order cease to be of further effect (except as hereinafter provided in this Section 8.1), and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a)                
either


		(i)	all Securities theretofore authenticated and delivered (other than Securities that have been destroyed,
lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or



		(ii)	all such Securities not theretofore delivered to the Trustee for cancellation



		(1)	have become due and payable, or



		(2)	will become due and payable at their Stated Maturity
within one year, or



		(3)	have been called for redemption or are to be called
for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company, or



		(4)	are deemed paid and discharged pursuant to Section
8.3, as applicable;



and the Company, in the
case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an
amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become
due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


 


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


 


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


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.8, and, if money shall have been
deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 shall
survive.


 


Section
8.2                 
Application of Trust Funds; Indemnification.


 


(a)                
Subject to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all money
and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and
all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with the
Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money
has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated
by Sections 8.3 or 8.4.


 


(b)               
The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed
against U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest
and principal received in respect of such obligations other than any payable by or on behalf of Holders.


 


(c)                
The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations
or Foreign Government Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee,
are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S.
Government Obligations or Foreign Government Obligations or money were deposited or received. This provision shall not authorize
the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.


 






    20 


     


    

 


Section
8.3                 
Legal Defeasance of Securities of any Series.


 


Unless this Section 8.3
is otherwise specified, pursuant to Section 2.2.20, to be inapplicable to Securities of any Series, the Company shall be deemed
to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date
of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding
Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request,
execute proper instruments acknowledging the same), except as to:


 


(a)                
the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d)
hereof, (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such
Series on the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking
fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and the Securities of such Series;


 


(b)               
the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and


 


(c)                
the rights, powers, trust and immunities of the Trustee hereunder;


provided that, the following conditions shall
have been satisfied:


 


(d)               
the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with
the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars,
cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal
in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be
imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in
the opinion of a nationally recognized firm of independent public accountants


expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking
fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such
sinking fund payments are due;


 


(e)                
such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound;


 


(f)                 
no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing
on the date of such deposit or during the period ending on the 91st day after such date;


 


(g)               
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect
that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the
date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize
income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject
to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred;


 


(h)               
the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made
by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company
or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and


 


(i)                 
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with.


 






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Section
8.4                 
Covenant Defeasance.


 


Unless this Section 8.4
is otherwise specified pursuant to Section 2.2.20 to be inapplicable to Securities of any Series, the Company may omit to comply
with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5,
and 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution
or an Officers’ Certificate delivered pursuant to Section 2.2.20 (and the failure to comply with any such covenants shall
not constitute a Default or Event of Default with respect to such Series under Section 6.1) and the occurrence of any event specified
in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant
to Section 2.2.18 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect
to the Securities of such Series, provided that the following conditions shall have been satisfied:


 


(a)                
With reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as provided
in Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series
denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated
in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment
of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming
no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount
in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if
any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest
or principal and such sinking fund payments are due;


 


(b)               
Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound;


 


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


 


(d)               
The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities
of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant
defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have
been the case if such deposit and covenant defeasance had not occurred;


 


(e)                
The Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by
the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company
or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and


 


(f)                 
The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied
with.


 





Section
8.5                 
Repayment to Company.


 


The Trustee and the Paying
Agent shall pay to the Company upon written request any money held by them for the payment of principal and interest that remains
unclaimed for two years. After that, Security Holders entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person.


 






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Article
IX

SUPPLEMENTAL INDENTURES, AMENDMENTS AND WAIVERS


 


Section
9.1                 
Without Consent of Holders.


 


The Company and the Trustee
may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Security Holder:


 


		(a)	to cure any ambiguity, defect or inconsistency;



		(b)	to comply with Article V;



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



		(d)	to make any change that does not adversely affect
the rights of any Security Holder;



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



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



		(g)	to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA.



 


Section
9.2                 
With Consent of Holders.


 


The Company and the Trustee
may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the
outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a
tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the
rights of the Security Holders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal
amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture
or the Securities with respect to such Series.


 


It shall not be necessary
for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental
indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture
or waiver under this section becomes effective, the Company shall mail to the Holders of Securities affected thereby, a notice
briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Section
9.3                 
Limitations.


 


Without the consent of
each Security Holder affected, an amendment or waiver may not:


 


		(a)	reduce the principal amount of Securities whose Holders
must consent to an amendment, supplement or waiver;



		(b)	reduce the rate of or extend the time for payment
of interest (including default interest) on any Security;



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



		(d)	reduce the principal amount of Discount Securities
payable upon acceleration of the maturity thereof;



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



		(f)	make the principal of or interest, if any, on any
Security payable in any currency other than that stated in the Security;



		(g)	make any change in Sections 6.8, 6.13 or 9.3 (this
sentence); or



		(h)	waive a redemption payment with respect to any Security,
provided that such redemption is made at the Company’s option.



 






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Section
9.4                 
Compliance with Trust Indenture Act.


 


Every amendment or waiver
to this Indenture or the issuance of and establishment of the form and terms and conditions of Securities of one or more Series
shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect.


 


Section
9.5                 
Revocation and Effect of Consents.


 


Until an amendment is
set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder
may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the
date of the supplemental indenture or the date the waiver becomes effective.


 


Any amendment or waiver
once effective shall bind every Security Holder of each Series affected by such amendment or waiver unless it is of the type described
in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who
has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security.


 


Section
9.6                 
Notation on or Exchange of Securities.


 


The Trustee may place
an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange
for Securities of that Series may issue and the Trustee shall authenticate upon receipt of a Company Order new Securities of that
Series that reflect the amendment or waiver.


 


Section
9.7                 
Trustee Protected.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.
The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely
affects its rights.


 






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Article
X

MISCELLANEOUS


 


Section
10.1              
Trust Indenture Act Controls.


 


If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by
the TIA, such required or deemed provision shall control.


 


Section
10.2              
Notices.


 


Any notice or communication
by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing, in the English
language, referencing this Indenture and the applicable securities or series of securities, and delivered in person or mailed by
first-class mail, or by facsimile transmission:


 


if to the Company:


[●]


Gjerdrums vei 19


0484 Oslo, Norway


+47 2369-2400


 


if to the Trustee:


[ ]


Fax No: [ ]


Attention: [ ]


 


The Company or the Trustee
by notice to the other may designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication
to a Security Holder shall be mailed by first-class mail to his address shown on the register kept by the Registrar or delivered
subject to the applicable procedures of Depositary or relevant clearing system. Failure to mail a notice or communication to a
Security Holder of any Series or any defect in it shall not affect its sufficiency with respect to other Security Holders of that
or any other Series.


 


If a notice or communication
is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Security
Holder receives it.


 


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


 


Section
10.3              
Communication by Holders with Other Holders.


 


Security Holders of any
Series may communicate pursuant to TIA § 312(b) with other Security Holders of that Series or any other Series with respect
to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA § 312(c).


 


Section
10.4              
Certificate and Opinion as to Conditions Precedent.


 


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


 


(a)                
an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with; and


 


(b)               
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied
with.


 






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Section
10.5              
Statements Required in Certificate or Opinion.


 


Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant
to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:


 


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



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



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



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



 


Section
10.6              
Rules by Trustee and Agents.


 


The Trustee may make reasonable
rules for action by or a meeting of Security Holders of one or more Series. Any Agent may make reasonable rules and set reasonable
requirements for its functions.


 


Section
10.7              
Legal Holidays.





 


Unless otherwise provided
by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, a “Legal Holiday”
is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.


 


Section
10.8              
No Recourse Against Others.


 


A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Security Holder
by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue
of the Securities.


 


Section
10.9              
Counterparts.


 


This Indenture may be
executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


Section
10.10           
Governing Laws.


 


THIS INDENTURE AND
THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.


 






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Section
10.11           
No Adverse Interpretation of Other Agreements.


 


This Indenture may not
be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


 


Section
10.12           
Successors.


 


All agreements of the
Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.


 


Section
10.13           
Severability.


 


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


 


Section
10.14           
Table of Contents, Headings, Etc.


 


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


 


Section
10.15           
Securities in a Foreign Currency or in ECU.


 


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


 


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


 


Section
10.16           
Judgment Currency.


 


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


 









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Article
XI


SINKING FUNDS


 


Section
11.1              
Applicability of Article.


 


The provisions of this
Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted
or required by any form of Security of such Series issued pursuant to this Indenture.


 


The minimum amount of
any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory
sinking fund payment” and any other amount provided for by the terms of Securities of such 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 11.2. Each sinking fund payment shall be applied to the
redemption of Securities of any Series as provided for by the terms of the Securities of such Series.


 


Section
11.2              
Satisfaction of Sinking Fund Payments with Securities.


 


The Company may, in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of
such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than
any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series
to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election
of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the
application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities,
provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together
with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the 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. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the
principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such
action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking
fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order
pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment
required to be released to the Company.


 


Section
11.3              
Redemption of Securities for Sinking Fund.


 


Not less than 45 days
(unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officers’ Certificate in respect of
a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver
to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that
Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and
the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’
Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4, 3.5 and 3.6.


 






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


 


	 	ReneSola Ltd	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	[ ],	 
	 	as Trustee	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 






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