Exhibit 4.10


 


YANGTZE RIVER PORT AND LOGISTICS LIMITED


 


TO


 


AS TRUSTEE


 


INDENTURE


 


DATED AS OF                       ,
20


 


SENIOR DEBT SECURITIES


 






     


     


    

 




TABLE OF CONTENTS


 


	 	 	Page 
	 	 	 
	ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 1.1	Definitions	1
	Section 1.2	Compliance Certificates and Opinions	7
	Section 1.3	Form of Documents Delivered to Trustee	7
	Section 1.4	Acts of Holders; Record Dates	8
	Section 1.5	Notices, etc., to Trustee and Company	9
	Section 1.6	Notice to Holders; Waiver	9
	Section 1.7	Conflict with Trust Indenture Act	9
	Section 1.8	Effect of Headings and Table of Contents	9
	Section 1.9	Successors and Assigns	9
	Section 1.10	Severability Clause	9
	Section 1.11	Benefits of Indenture	10
	Section 1.12	Governing Law	10
	Section 1.13	Legal Holidays	10
	Section 1.14	Indenture and Securities Solely Corporate Obligations	10
	Section 1.15	Indenture May be Executed in Counterparts	10
	 	 	 
	ARTICLE 2 SECURITY FORMS	10
	 	 	 
	Section 2.1	Forms Generally	10
	Section 2.2	Form of Legend for Global Securities	11
	Section 2.3	Form of Trustee’s Certificate of Authentication	11
	 	 	 
	ARTICLE 3 THE SECURITIES	11
	 	 	 
	Section 3.1	Amount Unlimited; Issuable in Series	11
	Section 3.2	Denominations	14
	Section 3.3	Execution, Authentication, Delivery and Dating	14
	Section 3.4	Temporary Securities	15
	Section 3.5	Registration; Registration of Transfer and Exchange; Global Securities	15
	Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities	17
	Section 3.7	Payment of Interest; Interest Rights Preserved	17
	Section 3.8	Persons Deemed Owners	18
	Section 3.9	Cancellation	18
	Section 3.10	Computation of Interest	18
	 	 	 
	ARTICLE 4 SATISFACTION AND DISCHARGE	18
	 	 	 
	Section 4.1	Satisfaction and Discharge of Indenture	18
	Section 4.2	Application of Trust Money	18
	 	 	 
	ARTICLE 5 DEFAULTS AND REMEDIES	19
	 	 	 
	Section 5.1	Events of Default	19
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	19
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	21



 






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TABLE OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	Section 5.4	Trustee May File Proofs of Claim	21
	Section 5.5	Trustee May Enforce Claims Without Possession of Securities	21
	Section 5.6	Application of Money Collected	22
	Section 5.7	Limitation on Suits	22
	Section 5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	22
	Section 5.9	Restoration of Rights and Remedies	23
	Section 5.10	Rights and Remedies Cumulative	23
	Section 5.11	Delay or Omission Not Waiver	23
	Section 5.12	Control by Holders	23
	Section 5.13	Waiver of Past Defaults	23
	Section 5.14	Undertaking for Costs	24
	Section 5.15	Waiver of Usury, Stay or Extension Laws	24
	 	 	 
	ARTICLE 6 THE TRUSTEE	24
	 	 	 
	Section 6.1	Certain Duties and Responsibilities	24
	Section 6.2	Notice of Defaults	24
	Section 6.3	Certain Rights of Trustee	25
	Section 6.4	Not Responsible for Recitals or Issuance of Securities	25
	Section 6.5	May Hold Securities and Act as Trustee under Other Indentures	26
	Section 6.6	Money Held in Trust	26
	Section 6.7	Compensation and Reimbursement	26
	Section 6.8	Conflicting Interests	26
	Section 6.9	Corporate Trustee Required; Eligibility	27
	Section 6.10	Resignation and Removal; Appointment of Successor	27
	Section 6.11	Acceptance of Appointment by Successor	28
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	29
	Section 6.13	Preferential Collection of Claims Against Company	29
	Section 6.14	Appointment of Authenticating Agent	29
	 	 	 
	ARTICLE 7 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	30
	 	 	 
	Section 7.1	Company to Furnish Trustee Names and Addresses of Holders	30
	Section 7.2	Preservation of Information; Communications to Holders	30
	Section 7.3	Reports by Trustee	31
	Section 7.4	Reports by Company	31
	 	 	 
	ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	31
	 	 	 
	Section 8.1	Company May Consolidate, etc., Only on Certain Terms	31
	Section 8.2	Successor Substituted	32
	 	 	 
	ARTICLE 9 SUPPLEMENTAL INDENTURES	32
	 	 	 
	Section 9.1	Supplemental Indentures Without Consent of Holders	32
	Section 9.2	Supplemental Indentures with Consent of Holders	33
	Section 9.3	Execution of Supplemental Indentures	34


 




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TABLE OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	Section 9.4	Effect of Supplemental Indentures	34
	Section 9.5	Conformity with Trust Indenture Act	34
	Section 9.6	Reference in Securities to Supplemental Indentures	34
	 	 	 
	ARTICLE 10 COVENANTS	35
	 	 	 
	Section 10.1	Payment of Principal, Premium and Interest	35
	Section 10.2	Maintenance of Office or Agency	35
	Section 10.3	Money for Securities Payments To Be Held in Trust; Paying Agents	35
	Section 10.4	Statement by Officers as to Default	36
	Section 10.5	Existence	36
	Section 10.6	Waiver of Certain Covenants	36
	 	 	 
	ARTICLE 11 REDEMPTION OF SECURITIES	36
	 	 	 
	Section 11.1	Applicability of Article	36
	Section 11.2	Election to Redeem; Notice to Trustee	36
	Section 11.3	Selection by Trustee of Securities to Be Redeemed	37
	Section 11.4	Notice of Redemption	37
	Section 11.5	Deposit of Redemption Price	38
	Section 11.6	Securities Payable on Redemption Date	38
	Section 11.7	Securities Redeemed in Part	39
	 	 	 
	ARTICLE 12 SINKING FUNDS	39
	 	 	 
	Section 12.1	Applicability of Article	39
	Section 12.2	Satisfaction of Sinking Fund Payments with Securities	39
	Section 12.3	Redemption of Securities for Sinking Fund	39
	 	 	 
	ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE	40
	 	 	 
	Section 13.1	Company’s Option to Effect Defeasance or Covenant Defeasance	40
	Section 13.2	Defeasance and Discharge	40
	Section 13.3	Covenant Defeasance	40
	Section 13.4	Conditions to Defeasance or Covenant Defeasance	41
	Section 13.5	Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions	42
	Section 13.6	Reinstatement	42
	 	 	 
	ARTICLE 14 CONVERSION OF SECURITIES	42
	 	 	 
	Section 14.1	Conversion	42


 




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YANGTZE RIVER PORT AND LOGISTICS LIMITED


 


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


 


	Section 310(a)(1)	 	6.9
	                   (a)(2)	 	6.9
	                   (a)(3)	 	Not Applicable
	                   (a)(4)	 	Not Applicable
	                   (b)	 	6.8, 6.10
	Section 311(a)	 	6.13
	                   (b)	 	6.13
	Section 312(a)	 	7.1, 7.2
	                   (b)	 	7.2
	                    (c)	 	7.2
	Section 313(a)	 	7.3
	                   (b)	 	7.3
	                   (c)	 	7.3
	                   (d)	 	7.3
	Section 314(a)	 	7.4
	                   (a)(4)	 	10.1, 10.4
	                   (b)	 	Not Applicable
	                   (c)(1)	 	1.2
	                   (c)(2)	 	1.2
	                   (c)(3)	 	Not Applicable
	                   (d)	 	Not Applicable
	                   (e)	 	1.2
	Section 315(a)	 	6.1
	                   (b)	 	6.2
	                   (c)	 	6.1
	                   (d)	 	6.1
	                   (e)	 	5.14
	Section 316(a)	 	1.1
	                   (a)(1)(A)	 	5.2, 5.12
	                   (a)(1)(B)	 	5.13
	                   (a)(2)	 	Not Applicable
	                   (b)	 	5.8
	                   (c)	 	1.4
	Section 317(a)(1)	 	5.3
	                   (a)(2)	 	5.4
	                   (b)	 	10.3
	Section 318(a)	 	1.7


 


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


 




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INDENTURE, dated as of                         ,
20    , between YANGTZE RIVER PORT AND LOGISTICS LIMITED, a corporation duly organized and existing under the
laws of the State of Nevada (herein called the “Company”), having its office at 41 John Street, Suite 2A, New York,
NY 10038, and                     ,
as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (herein called the “Securities”), to be issued in one or more series as provided in this Indenture.


 


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


 


The Indenture is subject to, and will be
governed by, the provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under
the Trust Indenture Act.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises
and the purchases of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the benefit of the Company
and the equal and proportionate benefit of all Holders of the Securities or of series thereof appertaining, as follows:


 


ARTICLE 1


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 1.1           
Definitions.


 


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


 


(1)          
the terms defined in this Article 1 have the meanings assigned to them in this Article 1 and include the plural
as well as the singular;


 


(2)          
all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;


 


(3)          
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles
in the United States of America as are generally accepted at the date of such computation;


 


(4)          
all references to “$” refer to the lawful currency of the United States of America;


 


(5)          
unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or
a Section, as the case may be, of this Indenture; and


 


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


 


“Act,” when used with respect
to any Holder, has the meaning specified in Section 1.4.


 


“Additional Interest” has the
meaning specified in Section 5.2(b).


 






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“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person.


 


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


 


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


 


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


 


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


 


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


 


“Common Stock” includes any
stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary
or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company; provided,
however, subject to the provisions of Article 14 and any indenture supplemental hereto, shares issuable upon conversion of Securities
shall include only shares of the class designated as Common Stock of the Company at the date of this Indenture or shares of any
class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which
are not subject to redemption by the Company.


 


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


 


“Company Request” or “Company
Order” means a written request or order signed in the name of the Company by any of its Chairman of the Board, its Vice Chairman
of the Board, its Chief Executive Officer, its President, any Vice President or any executive officer, its principal financial
officer, its principal accounting officer, its Treasurer, any Assistant Treasurer, its Secretary or any Assistant Secretary, and
delivered to the Trustee.


 


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


 


“Corporate Trust Office” means
the office of the Trustee at                                                 
     , Attention:  Corporate Trust Department, or such other office, designated by the Trustee by
written notice to the Company, at which at any particular time its corporate trust business shall be administered.


 


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


 


“Covenant Defeasance” has the
meaning specified in Section 13.3.


 


“Defaulted Interest” has the
meaning specified in Section 3.7.


 


“Defeasance” has the meaning
specified in Section 13.2.


 






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“Depositary” means, with respect
to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1.


 


“euro” or “euros”
means the currency adopted by those nations participating in the third stage of the economic and monetary union provisions of the
Treaty on European Union, signed at Maastricht on February 7, 1992.


 


“European Economic Area” means
the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic Area dated May 2,
1992, as amended.


 


“European Union” means the member
nations of the European Union established by the Treaty of European Union, signed at Maastricht on February 7, 1992, which
amended the Treaty of Rome establishing the European Community.


 


“Event of Default” has the meaning
specified in Section 5.1.


 


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


 


“Expiration Date” has the meaning
specified in Section 1.4.


 


“Foreign Government Obligation”
means with respect to Securities of any series which are not denominated in the currency of the United States of America (x) any
security which is (i) a direct obligation of the government which issued or caused to be issued the currency in which such
security is denominated and for the payment of which obligations its full faith and credit is pledged or, with respect to Securities
of any series which are denominated in euros, a direct obligation of any member nation of the European Union for the payment of
which obligation the full faith and credit of the respective nation is pledged so long as such nation has a credit rating at least
equal to that of the highest rated member nation of the European Economic Area, or (ii) an obligation of a Person controlled
or supervised by and acting as an agency or instrumentality of a government specified in clause (i) above the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the such government, which, in either case (i) or
(ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Foreign Government Obligation which
is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any Foreign Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the custodian in respect of the Foreign Government Obligation
or the specific payment of principal or interest evidenced by such depositary receipt.


 


“Global Security” means, with
respect to any series of Securities, a Security executed by the Company and delivered by the Trustee to the Depositary or held
by the Trustee as custodian for the Depositary pursuant to a safekeeping agreement with the Depositary, all in accordance with
the Indenture, which shall be registered in global form without interest coupons in the name of the Depositary or its nominee.


 


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


 


“Indenture” means this instrument
as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively.  The term “Indenture” shall also include the terms of particular series of Securities
established as contemplated by Section 3.1; provided, however, that if at any time more than one Person is acting
as Trustee under this Indenture due to the appointment of one or more separate Trustees for any one or more separate series of
Securities, “Indenture” shall mean, with respect to such series of Securities for which any such Person is Trustee,
this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities
for which such Person is Trustee established as contemplated by Section 3.1, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such


 






    	 	3	 



     


    

 


Person is not Trustee, regardless of when such terms or provisions
were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee, but to which such person, as such Trustee, was not a party; provided,
further that in the event that this Indenture is supplemented or amended by one or more indentures supplemental hereto which
are only applicable to certain series of Securities, the term “Indenture” for a particular series of Securities shall
only include the supplemental indentures applicable thereto.


 


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


 


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


 


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


 


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


 


“Notice of Default” means a
written notice of the kind specified in Section 5.1(4).


 


“Officers’ Certificate”
means a certificate signed by any of its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its
President, any Vice President, its Chief Financial Officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.  The officer signing an Officers’ Certificate given pursuant to Section 10.4
shall be the principal executive, financial or accounting officer of the Company.


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for, or an employee of, the Company.


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2.


 


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


 


(1)          
Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(2)          
Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(3)          
Securities as to which Defeasance has been effected pursuant to Section 13.2; and


 






    	 	4	 



     


    

 


(4)          
Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such
date upon acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of such date, the principal
amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be
deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.1, (C) the principal
amount of a Security denominated in one or more non-U.S. dollar currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.1, of
the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the
amount determined as provided in such clause), and (D) Securities owned by the Company or any Affiliate of the Company shall
be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities
and that the pledgee is not the Company or any Affiliate of the Company.


 


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


 


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


 


“Place of Payment,” when used
with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by Section 3.1.


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


 


“Prospectus” means the prospectus
(including any prospectus supplement) used with respect to the offer and sale of the Securities of any series.


 


“Record Date” means any Regular
Record Date or Special Record Date.


 


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


 


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


 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated
by Section 3.1.


 


“Reporting Default” has the
meaning specified in Section 5.2(b).


 






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“Responsible Officer” means,
when used with respect to the Trustee, any officer of the Trustee in the Corporate Trust Office assigned and duly authorized by
the Trustee to administer its corporate trust matters.


 


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


  


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


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.5.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


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


 


“Subsidiary” means a Person
of which at least a majority of the outstanding voting stock having the power to elect a majority of the board of directors of
such Person (in the case of a corporation) is, or of which at least a majority of the equity interests (in the case of a Person
which is not a corporation) are, at the time owned, directly or indirectly, by the Company or by one or more other Subsidiaries,
or by the Company and one or more other Subsidiaries.  For the purposes of this definition, “voting stock” means
stock or similar interests which ordinarily has or have voting power for the election of directors or persons performing similar
functions, whether at all times or only so long as no senior class of stock or other interests has or have such voting power by
reason of any contingency.


 


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


 


“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 Obligation”
means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the
full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable
or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above
and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal
of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


 


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


 






    	 	6	 



     


    

 


Section 1.2           
Compliance Certificates and Opinions.


 


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


 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture shall include:


 


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


 


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


 


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


 


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


 


Section 1.3           
Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


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


 






    	 	7	 



     


    

 


Section 1.4           
Acts of Holders; Record Dates.


 


Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the
Company. The Trustee shall promptly deliver to the Company copies of any such instrument or instruments delivered to the
Trustee.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


 


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


 


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


 


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


 


The Company may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request,
demand, authorization, direction, vote, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether
or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date.  Nothing in this paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to
be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.


 


With respect to any record date set pursuant
to this Section, the Company may designate any day as the “Expiration Date” and from time to time may change the Expiration
Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration
Date is given to the Trustee in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6,
on or prior to the existing Expiration Date.  If an Expiration Date is not designated with respect to any record date set
pursuant to this Section, the Company shall be deemed to have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.  Notwithstanding
the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.


 


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


 






    	 	8	 



     


    

 


Section 1.5           
Notices, etc., to Trustee and Company.


 


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


 


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


  


(2)          
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, or if personally delivered or if sent via overnight courier to
the Company, in each case addressed to it at the address of its principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer.


 


Section 1.6           
Notice to Holders; Waiver.


 


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


 


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


 


Section 1.7           
Conflict with Trust Indenture Act.


 


If any provision hereof limits, qualifies
or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern
this Indenture with respect to one or more series of Securities, the relevant provision of the Trust Indenture Act shall control. 
If any provision of this Indenture modifies any provision of the Trust Indenture Act that may be so modified with respect to one
or more series of Securities, the relevant provision of the Trust Indenture Act shall be deemed to apply to this Indenture as so
modified.   If any provision of this Indenture excludes any provision of the Trust Indenture Act that may be so excluded
with respect to one or more series of Securities, the relevant provision of the Trust Indenture Act shall be excluded to the extent
permitted by the Trust Indenture Act.


 


Section 1.8           
Effect of Headings and Table of Contents.


 


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


 


Section 1.9           
Successors and Assigns.


 


All covenants and agreements in this Indenture
by the Company shall bind its successors and assigns, whether so expressed or not.


 


Section 1.10        
Severability Clause.


 


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


 






    	 	9	 



     


    

 


Section 1.11        
Benefits of Indenture.


 


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


 


Section 1.12        
Governing Law.


 


THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Section 1.13        
Legal Holidays.


 


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


 


Section 1.14        
Indenture and Securities Solely Corporate Obligations.


 


No recourse for the payment of the principal
of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any
Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder,
employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue
of the Securities.


 


Section 1.15        
Indenture May be Executed in Counterparts.


 


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


 


ARTICLE 2


 


SECURITY FORMS


 


Section 2.1           
Forms Generally


 


The Securities of each series shall be in
substantially such form as shall be established by or pursuant to a Board Resolution and as set forth in such Board Resolution
(including such terms as set forth in any form of Securities for each series approved by such Board Resolution) or, to the extent
established pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate detailing such establishment
(including any exhibit attached thereto), or in one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends, notations or endorsements placed thereon as may be required to comply
with any law, rules or regulations, or with the rules of any securities exchange or Depositary therefor or to conform
to general usage, all as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery
of such Securities.  Any such Board Resolution or record of such action shall have attached thereto a true and correct copy
of the form of Security referred to therein approved by or pursuant to such Board Resolution.


 






    	 	10	 



     


    

 


The definitive Securities shall be printed,
lithographed typewritten or otherwise reproduced in any other manner, all as determined by the officer executing such Securities,
as evidenced by such officer’s execution of such Securities.


 


Section 2.2           
Form of Legend for Global Securities.


 


Unless otherwise specified as contemplated
by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.


 


Section 2.3           
Form of Trustee’s Certificate of Authentication.


 


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


 


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


 


	 	                                                              ,
	 	as Trustee
	 	 
	 	By:	 
	 	 	                 Authorized Officer


 


ARTICLE 3


 


THE SECURITIES


 


Section 3.1           
Amount Unlimited; Issuable in Series.


 


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


 


The Securities may be issued in one or more
series.  There shall be established in or pursuant to a Board Resolution and as set forth in such Board Resolution (including
such terms as set forth in any form of Securities for each series approved by such Board Resolution) or, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officers’ Certificate detailing such establishment (including
any exhibit attached thereto), or established in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series:


 


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


 






    	 	11	 



     


    

 


(2)          
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant
to Section 3.3, are deemed never to have been authenticated and delivered hereunder);


 


(3)          
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


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


 


(5)          
the rate or rates (which may be fixed or variable) at which any Securities of the series shall bear interest, if any, the date
or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and
the Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates and
rates);


 


(6)          
the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;


 


(7)          
the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner
in which any election by the Company to redeem the Securities shall be evidenced;


 


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


 


(9)          
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series
shall be issuable;


 


(10)        
if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts shall be determined;


 


(11)        
if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of
or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof
in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
in Section 1.1;


 


(12)        
if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company
or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated
to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities
as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount shall be determined);


 


(13)        
the percentage of the principal amount at which the Securities will be issued, and, if other than the entire principal amount thereof,
the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 5.2;


 






    	 	12	 



     


    

 


(14)        
if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or
more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any
such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity
(or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);


 


(15)        
if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2
or Section 13.3 or both such Sections, or any other defeasance provisions applicable to any Securities of the series, and,
if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(16)        
if applicable, the terms of any right to convert or exchange Securities of the series;


 


(17)        
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
by any such Global Security in addition to or in lieu of that set forth in Section 2.2 and any circumstances in addition to
or in lieu of those set forth in clause (2) of the last paragraph of Section 3.5 in which any such Global Security
may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may
be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;


 


(18)        
any deletion of or addition to or change in the Events of Default which applies to any Securities of the series and any change
in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable
pursuant to Section 5.2;


 


(19)        
any deletion of or addition to or change in the covenants set forth in Article 10 which applies to Securities of the series;


 


(20)        
any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of
the Securities of such series, including, without limitation, exchange rate agents and calculation agents;


 


(21)        
if applicable, the terms of any security that will be provided for a series of Securities, including any provisions regarding the
circumstances under which collateral may be released or substituted;


(22)        
any provisions granting special rights to holders when a specified event occurs;


 


(23)        
any provisions with respect to any special interest premium or other premium;


 


(24)        
any special tax provisions that apply to any series of Securities;


 


(25)        
with respect to any series of Securities that do not bear interest, the date for any required reports to the Trustee;


 


(26)        
any and all additional, eliminated or changed terms that will apply to such series of Securities; and


 


(27)        
any other terms of the series of Securities (which terms shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section 9.1(5)).


 






    	 	13	 



     


    

 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution
referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate
(including any exhibit attached thereto) referred to above or in any such indenture supplemental hereto.


 


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


 


Section 3.2           
Denominations.


 


The Securities of each series shall be issuable
only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.1. 
In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall
be issuable in denominations of $1,000 and any integral multiple thereof.


 


Section 3.3           
Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf
of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its principal financial
officer, its principal accounting officer, its President or one of its executive officers, and attested by its Treasurer, its Secretary
or one of its Assistant Treasurers or Assistant Secretaries.  The signature of any of these officers on the Securities may
be manual or facsimile.


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities.  If the form or terms of the Securities of the series
have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, a certified copy of such Board
Resolution, an Officers’ Certificate or supplemental indenture hereto setting forth the terms of the series and an Opinion
of Counsel (which Opinion of Counsel may contain customary qualifications and exceptions), with such Opinion of Counsel stating:


 


(1)          
if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such
form has been established in conformity with the provisions of this indenture;


 


(2)          
if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that
such terms have been established in conformity with the provisions of this Indenture; and


 


(3)          
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless
of whether enforceability is considered in a proceeding in equity or at law).


 


Notwithstanding the provisions of Section 3.1
and of this Section 3.3, if all Securities of a series are not to be originally issued at one time, it shall not be necessary
to deliver an Officers’ Certificate or supplemental indenture otherwise required pursuant to Section 3.1 or the Company
Order and Opinion of Counsel otherwise required pursuant to this Section 3.3 at or prior to the authentication of each Security
of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of
such series to be issued.


 






    	 	14	 



     


    

 


Each Security shall be dated the date of
its authentication.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for
all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.


 


In issuing the Securities, the Company may
use “CUSIP” numbers, and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience
to Holders; provided that neither the Company nor the Trustee shall have any responsibility for any defect in any CUSIP number
that appears on any Security, check, advice of payment or redemption notice, and any such document may contain a statement to the
effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company
nor the Trustee shall be liable for any inaccuracy in any such numbers.


 


Section 3.4           
Temporary Securities.


 


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


 


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


 


Section 3.5           
Registration; Registration of Transfer and Exchange; Global Securities.


 


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


 


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


 






    	 	15	 



     


    

 


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


 


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


 


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


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.


 


If the Securities of any series (or of any
series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer
of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected
for redemption under Section 11.3 and ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 


The provisions of clauses (1), (2),
(3) and (4) below shall apply only to Global Securities:


 


(1)          
Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global
Security shall constitute a single Security for all purposes of this Indenture.


 


(2)          
Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person
other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified
the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a
clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default
with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of
the foregoing as have been specified for this purpose as contemplated by Section 3.1.


 


(3)          
Subject to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part,
and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary
for such Global Security shall direct.


 


(4)          
Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be authenticated
and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other
than the Depositary for such Global Security or a nominee thereof.


 






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Section 3.6           
Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


If there shall be delivered to the Company
and the Trustee (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 shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


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


 


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


 


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


 


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


 


Section 3.7           
Payment of Interest; Interest Rights Preserved.


 


Except as otherwise provided as contemplated
by Section 3.1 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest.


 


Any interest on any Security of any series
which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:


 


(1)          
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall
be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 1.6,
not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2).


 


 


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


 


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


 







    	 	17	 



     


    

 


Section 3.8           
Persons Deemed Owners.


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


Section 3.9           
Cancellation.


 


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


 


Section 3.10        
Computation of Interest.


 


Except as otherwise specified as contemplated
by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months.


  


ARTICLE 4


 


SATISFACTION AND DISCHARGE


 


Section 4.1           
Satisfaction and Discharge of Indenture.


 


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


 


(1)          
either


 


(A)          
all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or


 


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


 


(i)           
have become due and payable, or


 


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


 


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


 


(2)          
the Company has paid or caused to be paid all other sums payable hereunder by the Company; and


 


(3)          
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3
shall survive.


 


Section 4.2           
Application of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal
and any premium and interest for whose payment such money has been deposited with the Trustee.


 






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ARTICLE 5


 


DEFAULTS AND REMEDIES


 


Section 5.1           
Events of Default.


 


“Event of Default,” wherever
used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body), unless in the Board Resolution
(or an Officers’ Certificate detailing such establishment pursuant to such Board Resolution) or supplemental indenture establishing
such series, it is provided that such series shall not have the benefit of said Event of Default:


 


(1)          
default in the payment of the principal or the Redemption Price of or any premium on any Security of that series at its Maturity;
or


 


(2)          
default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or


 


(3)          
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


(4)          
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such
default or breach for a period of 90 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


 


(5)          
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in
an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar
law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law,
or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or


 


(6)          
the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any
such action; or


  


(7)          
any other Event of Default provided with respect to Securities of that series in the Board Resolution (or in an Officers’
Certificate detailing such establishment pursuant to such Board Resolution) or supplemental indenture establishing that series.


 


Section 5.2           
Acceleration of Maturity; Rescission and Annulment.


 


(a)          
Unless the Board Resolution (or Officers’ Certificate detailing such establishment pursuant to such Board Resolution) or
supplemental indenture establishing such series provides otherwise, if an Event of Default (other than an Event of Default specified
in Section 5.1(5) or 5.1(6)) with respect to Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof), and
premium, if any, together with accrued and unpaid interest, if any, thereon, to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified
amount), and premium, if any, together with accrued and unpaid interest, if any, thereon, shall become immediately due and payable.
If an Event of Default specified in Section 5.1(5) or 5.1(6) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof), and
premium, if any, together with accrued and unpaid interest, if any, thereon, shall automatically, and without any declaration or
other action on the part of the Trustee or any Holder, become immediately due and payable.


 






    	 	19	 



     


    

 


(b)          
Notwithstanding the foregoing, at the election of the Company, the sole remedy with respect to an Event of Default for the failure
by the Company to comply with its obligations under Section 314(a)(1) of the Trust Indenture Act relating to the Company’s
failure to file any documents or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act or of its covenants set forth in Section 7.4 (any such Event of Default, a “Reporting Default”),
shall for the first 180 calendar days after the occurrence of such Reporting Default consist exclusively of the right to receive
additional interest (the “Additional Interest”) on the Securities at an annual rate equal to (i) 0.25% of the
principal amount of the Securities for the first 90 calendar days after the occurrence of such Reporting Default and (ii) 0.50%
of the principal amount of the Securities from the 91st day to, and including, the 180th day after the occurrence of
such Reporting Default.  If the Company so elects, the Additional Interest shall accrue on all Outstanding Securities from
and including the date on which such Reporting Default first occurs until such violation is cured or waived and shall be payable
as provided in Section 3.7.  On the 181st day after such Reporting Default (if such violation is not cured or waived
prior to such 181st calendar day), then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
securities may declare the principal of, and premium, if any, together with accrued and unpaid interest, if any, on all such Securities
to be due and payable immediately.


 


If the Company elects to pay the Additional
Interest as the sole remedy for the Reporting Default, the Company shall notify in writing, by a certificate, the Holders, the
Paying Agent and the Trustee of such election at any time on or before the close of business on the first Business Day following
the date on which such Event of Default first occurs.  Unless and until a Responsible Officer of the Trustee receives at the
Corporate Trust Office such a certificate, the Trustee may assume without inquiry that Additional Interest is not payable. 
The Company shall pay the Additional Interest semi-annually in arrears, with the first semi-annual payment due on the first Interest
Payment Date following the date of such Reporting Default, in the same manner as described on the face of the Security.


 


(c)          
At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment
or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders
of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if:


 


(1)          
the Company has paid or deposited with the Trustee a sum sufficient to pay


 


(A)         
all overdue interest on all Securities of that series,


 


(B)          
the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration
of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,


 


(C)          
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor
in such Securities, and


 


(D)         
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and


 


(2)          
all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 






    	 	20	 



     


    

 


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


 


Section 5.3           
Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if:


 


(1)          
default is made in the payment of the principal or the Redemption Price of (or premium, if any, on) any Security at the Maturity
thereof, or


 


(2)          
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, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to
the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on
any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 


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


 


Section 5.4           
Trustee May File Proofs of Claim.


 


In case of any judicial proceeding relative
to the Company, its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding
or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the
Trustee allowed in any such proceeding.  In particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7.


  


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


 


Section 5.5           
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.


 






    	 	21	 



     


    

 


Section 5.6           
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 any premium or interest, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST:  To the payment of all amounts
due the Trustee under Section 6.7;


 


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


 


THIRD:  The balance, if any, to the
Company or any other Person or Persons entitled thereto.


 


Section 5.7           
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:


 


(1)          
such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities
of that series;


 


(2)          
the Holders of at least 25% in aggregate 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;


 


(3)          
such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;


 


(4)          
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and


 


(5)          
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that series;


 


it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of


such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.


 


Section 5.8           
Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 3.7) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date), to convert such Securities in accordance with Article 14
to the extent that such right to convert is applicable to such Security, and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


 






    	 	22	 



     


    

 


Section 5.9           
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 5.10        
Rights and Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 5.11        
Delay or Omission Not Waiver.


 


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


 


Section 5.12        
Control by Holders.


 


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


 


(1)          
such direction shall not be in conflict with any rule of law or with this Indenture and the Trustee shall not have determined
that the action so directed would be unjustly prejudicial to Holders of Securities of that series, or any other series, not taking
part in such direction; and


 


(2)          
the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction or this Indenture.


  


Section 5.13        
Waiver of Past Defaults.


 


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


 


(1)          
a default in the payment of the principal of or any premium or interest on any Security of such series as and when the same shall
become due and payable by the terms thereof, otherwise than by acceleration (unless such default has been cured and a sum sufficient
to pay all matured installments of interest, principal and premium, if any, has been deposited with the Trustee), or


 


(2)          
to the extent such right is applicable to such Security, a failure by the Company on request to convert any Security into Common
Stock; or


 


(3)          
in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.


 


Upon any such waiver, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 






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Section 5.14        
Undertaking for Costs.


 


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


 


The Section does not apply to a suit
by a Holder to enforce payment of principal of or interest on any Security on the respective due dates, a suit by a Holder to enforce
the right to convert in any suit for the enforcement of the right to convert any Security in accordance with Article 14 to
the extent such right to convert is applicable to such Security, or a suit by Holders of more than 10% in principal amount of the
Outstanding Securities.


 


Section 5.15        
Waiver of Usury, Stay or Extension Laws.


 


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


  


ARTICLE 6


 


THE TRUSTEE


 


Section 6.1           
Certain Duties and Responsibilities.


 


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


 


Section 6.2           
Notice of Defaults.


 


If a default occurs hereunder with respect
to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the
extent provided by the Trust Indenture Act; provided, however, that except in the case of a default in the payment
of principal or Redemption Price of (or premium, if any) or interest on any Securities of such series or in the payment of any
sinking fund installment or any conversion right applicable to Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the holders of Securities of such series; provided, further,
however, that in the case of any default of the character specified in Section 5.1(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of
this Section, the term “default” means any event that is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.


 






    	 	24	 



     


    

 


Except with respect to Section 10.1,
the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article 10. 
In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to Sections 5.1(1), 5.1(2) and 5.1(3) (defaults in payments on the Securities) or (ii) any
Default or Event of Default of which a Responsible Officer the Trustee shall have received written notification or obtained actual
knowledge.


 


Delivery of reports, information and documents
to the Trustee under Section 7.4 is for informational purposes only and the Trustee’s receipt of the foregoing shall
not constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely conclusively
on Officers’ Certificates).


 


Section 6.3           
Certain Rights of Trustee.


 


Subject to the provisions of Section 6.1:


 


(1)          
in the absence of bad faith on the part of the Trustee, the Trustee may rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;


 


(2)          
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order,
and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


(3)          
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) is
entitled to and may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;


 


(4)          
the Trustee may consult with counsel and the written 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 in good faith and in reliance
thereon;


 


(5)          
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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request
or direction;


 


(6)          
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, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney; and


 


(7)          
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder.


 


Section 6.4           
Not Responsible for Recitals or Issuance of Securities.


 


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


 






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Section 6.5           
May Hold Securities and Act as Trustee under Other Indentures.


 


The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Subject to the limitations imposed by the
Trust Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as trustee under other indentures
under which other securities, or certificates of interest of participation in other securities, of the Company are outstanding
in the same manner as if it were not Trustee hereunder.


 


Section 6.6           
Money Held in Trust.


 


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


 


Section 6.7           
Compensation and Reimbursement.


 


The Company agrees:


 


(1)          
to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(2)          
except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to its negligence or bad faith; and


 


(3)          
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including
the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any
of its powers or duties hereunder.


  


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 5.1(5) or Section 5.1(6) hereof 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 applicable bankruptcy, insolvency, reorganization or similar law.


 


Section 6.8           
Conflicting Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act and there is an Event of Default under the Securities of that series, the
Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions
of, the Trust Indenture Act and this Indenture.  To the extent permitted by the Trust Indenture Act, the Trustee shall not
be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than
one series.


 






    	 	26	 



     


    

 


Section 6.9           
Corporate Trustee Required; Eligibility.


 


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


 


Section 6.10        
Resignation and Removal; Appointment of Successor.


 


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


 


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


 


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


 


If at any time:


 


(1)          
the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months, or


 


(2)          
the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company
or by any such Holder, or


 


(3)          
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a
Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14, any Holder
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.


 


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


 






    	 	27	 



     


    

 


The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.6.  Each
notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


Section 6.11        
Acceptance of Appointment by Successor.


 


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


 


In case of the appointment hereunder of
a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, 


trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.


 


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


 


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


 






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


 


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


 


Section 6.13        
Preferential Collection of Claims Against Company.


 


If and when the Trustee shall be or become
a creditor of the Company, the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company.


 


Section 6.14        
Appointment of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating
Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the
manner and with the effect specified in this Section.


 


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


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve.  Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 






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The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 6.7.


 


If an appointment with respect to one or
more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in lieu of the
Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:


 


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


 


	 	As Trustee
	 	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 


ARTICLE 7


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


Section 7.1           
Company to Furnish Trustee Names and Addresses of Holders.


 


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


 


(1)          
semi-annually, not later than 15 days after the Regular Record Date for each respective series of Securities, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular
Record Date, as the case may be, or if there is no Regular Record Date for such series of Securities, semi-annually, and


 


(2)          
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 


provided that no such list need be furnished by the Company
to the Trustee so long as the Trustee is acting as Security Registrar.


 


Section 7.2           
Preservation of Information; Communications to Holders.


 


The Trustee shall preserve, in as current
a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. 
The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.


 


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


 






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


 


Section 7.3           
Reports by Trustee.


 


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


 


Reports so required to be transmitted at
stated intervals of not more than 12 months shall be transmitted no later than July 15 in each calendar year, commencing with
the first July 15 after the first issuance of Securities pursuant to this Indenture.


 


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


 


Section 7.4           
Reports by Company.


 


Any information, documents or other reports
that the Company shall file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with
the Trustee within 15 days after the same is filed with the Commission; provided that any such information, documents or
reports filed or furnished with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system
or any successor thereto shall be deemed to be filed with the Trustee as of the time such information, documents or reports are
filed or furnished via EDGAR or any successor thereto.  Delivery of such information, documents or other reports to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 


ARTICLE 8


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


 


Section 8.1           
Company May Consolidate, etc., Only on Certain Terms.


 


The Company shall not consolidate with or
merge into any other Person (other than a Subsidiary of the Company) (in a transaction in which the Company is not the surviving
corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person (other than a Subsidiary
of the Company), unless:


 


(1)          
in case the Company shall consolidate with or merge into another Person (in a transaction in which the Company is not the surviving
corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed
by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a corporation, limited liability company, partnership,
trust or other business entity, shall be organized and validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest
on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed
or observed and the conversion rights shall be provided for in accordance with Article 14, if applicable, or as otherwise
specified pursuant to Section 3.1, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to
the Trustee, by the Person (if other than the Company) formed by such consolidation or into which the Company shall have been merged
or by the Person which shall have acquired the Company’s assets;


 






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(2)          
immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have occurred and be continuing; and


 


(3)          
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have
been complied with.


 


Section 8.2           
Successor Substituted.


 


Upon any consolidation of the Company with,
or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 8.1, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.


 


ARTICLE 9


 


SUPPLEMENTAL INDENTURES


 


Section 9.1           
Supplemental Indentures Without Consent of Holders.


 


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


 


(1)          
to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor
of the covenants of the Company herein and in the Securities in compliance with Article 8; or


 


(2)          
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or


 


(3)          
to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series); or


 


(4)          
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit
or facilitate the issuance of Securities in uncertificated form; or


 


(5)          
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior
to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of
the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security
Outstanding; or


 






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(6)          
to secure the Securities, including provisions regarding the circumstances under which collateral may be released or substituted;
or


 


(7)          to
establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or


 


(8)          
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or


 


(9)        
to conform this Indenture to the description of the Securities set forth in the Prospectus for such series of Securities; or


 


(10)        
to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that
such action pursuant to this clause (11) shall not adversely affect the interests of the Holders of Securities of any series
in any material respect; or


  


(11)        
to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Articles 4 and 13, provided that any such action shall not
adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect;
or


 


(12)        
to make such other provisions in regards to matters or questions arising under the Indenture or any supplemental Indenture hereto
as the Board of Directors may deem necessary or desirable, and which does not in each case adversely affect the interest of the
Holders of Securities or any series; or


 


(13)        
to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act.


 


Section 9.2           
Supplemental Indentures with Consent of Holders.


 


With the consent of the Holders of a majority
in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


 


(1)          
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable upon the redemption or repurchase thereof, whether
at the option of the Company or at the option of the Holder, or reduce the amount of any sinking fund payments, or reduce the amount
of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2, or change the Place of Payment or the currency in which,
any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or


 






    	 	33	 



     


    

 


(2)          
in the case of Securities of any series that are convertible into Common Stock or other securities of the Company pursuant to Article 14
and any supplemental Indenture hereto, adversely affect the rights of the Holders to convert any of the Securities of such series
other than as provided in or pursuant to this Indenture or any supplemental indenture, or


 


(3)          
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(4)          
modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11 and 9.1(9).


 


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


 


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


 


Section 9.3           
Execution of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3) 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 may, but shall not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.4           
Effect of Supplemental Indentures.


 


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


 


Section 9.5           
Conformity with Trust Indenture Act.


 


The Indenture shall incorporate and be governed
by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust
Indenture Act.


 


Section 9.6           
Reference in Securities to Supplemental Indentures.


 


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


 






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ARTICLE 10


 


COVENANTS


 


Section 10.1        
Payment of Principal, Premium and Interest.


 


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


 


Section 10.2        
Maintenance of Office or Agency.


 


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


to Section 3.1 hereof, the Place of Payment for any series
of Securities shall be the Corporate Trust Office of the Trustee.


 


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


 


Section 10.3        
Money for Securities Payments to be Held in Trust; Paying Agents.


 


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


 


Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest
on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided
by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.


 


The Company will cause each Paying Agent
for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company
in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay
to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.


 


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


 






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


 


Section 10.4        
Statement by Officers as to Default.


 


The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate
which shall comply with the provisions of Section 314 of the Trust Indenture Act, stating whether or not to the best knowledge
of the signer thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions
of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall
be in default, specifying all such defaults and the nature and status thereof of which the signer thereof may have knowledge.
The fiscal year of the Company currently ends on December 31; and the Company will give the Trustee prompt written notice
of any change of its fiscal year.


 


Section 10.5        
Existence.


 


Subject to Article 8, the Company will
do or cause to be done all things necessary to preserve and keep in full force and effect its existence.


 


Section 10.6        
Waiver of Certain Covenants.


 


Except as otherwise specified as contemplated
by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.1(19) or
9.1(2) for the benefit of the Holders of such series if before the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect
such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.


 


ARTICLE 11


 


REDEMPTION OF SECURITIES


 


Section 11.1        
Applicability of Article.


 


Securities of any series that are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 3.1 for such Securities) in accordance with this Article.


 


Section 11.2        
Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such
Securities.  In case of any redemption at the election of the Company of less than all the Securities of any series (including
any such redemption affecting only a single Security), the Company shall, at least 45 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee or is specified in the Board Resolution (or in an Officers’
Certificate pursuant to such Board Resolution detailing such establishment) or supplemental indenture establishing such series),
notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed.


 






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Section 11.3        
Selection by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot, or
in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of
any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such
Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.


 


If any Security selected for partial redemption
is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption.  Securities that have
been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of
such selection.


 


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


 


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


 


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


 


Section 11.4        
Notice of Redemption.


 


Notice of redemption shall be given in the
manner provided in Section 1.6, not fewer than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period
is specified in the Securities to be redeemed, to each Holder of Securities to be redeemed, at its address appearing in the Security
Register or, if the Securities are held in book-entry form, sent by electronic transmission.


 


All notices of redemption shall state:


 


(1)          
the Redemption Date,


 


(2)          
the Redemption Price (including accrued interest, if any),


 


(3)          
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed
and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed,


 






    	 	37	 



     


    

 


(4)          
in case any Security is to be redeemed in part only, that on and after the Redemption Date, upon surrender of such Security, the
Holder of such Security will receive, without charge, a new Security or Securities of authorized denominations for the principal
amount thereof remaining unredeemed;


 


(5)          
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,


 


(6)          
the place or places where each such Security is to be surrendered for payment of the Redemption Price,


 


(7)          
if applicable, the conversion price or the conversion rate, as the case may be, the date on which the right to convert the principal
of the Securities or the portions thereof to be redeemed will terminate, and the place or places where such Securities may be surrendered
for conversion,


 


(8)          
that the redemption is for a sinking fund, if such is the case, and


  


(9)          
the CUSIP number or numbers and/or common code(s) of the Security being redeemed.


 


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


 


Section 11.5        
Deposit of Redemption Price.


 


On or prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest, if any, on, all the Securities which are to be redeemed
on that date.


 


To the extent such Security of a series
is convertible pursuant to Article 14, upon conversion of any such Security called for redemption, any money deposited with
the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to the
right of any Holder of such Security to receive interest as provided in the last paragraph of Section 3.7) be paid to the
Company on Company Request, or if then held by the Company, shall be discharged from such trust.


 


Section 11.6        
Securities Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest,
if any) such Securities shall cease to bear interest.  Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments
of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 3.7.


 


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


 






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Section 11.7        
Securities Redeemed in Part.


 


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


 


ARTICLE 12


 


SINKING FUNDS


 


Section 12.1        
Applicability of Article.


 


The provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated
by Section 3.1 for such Securities.


 


The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein


referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional
sinking fund payment.”  If provided for by the terms of any Securities, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 12.2.  Each sinking fund payment shall be applied to the redemption
of Securities as provided for by the terms of such Securities.


 


Section 12.2        
Satisfaction of Sinking Fund Payments with Securities.


 


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


 


Section 12.3        
Redemption of Securities for Sinking Fund.


 


Not fewer than 60 days prior to each sinking
fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount
of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered. Not fewer than
30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 11.4.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.


 






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ARTICLE 13


 


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.1        
Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The Company may elect, at its option at
any time, to have Section 13.2 or Section 13.3 applied to any Securities or any series of Securities, as the case may
be, designated pursuant to Section 3.1 as being defeasible pursuant to such Section 13.2 or 13.3, in accordance with
any applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this
Article.  Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1
for such Securities.


 


Section 13.2        
Defeasance and Discharge.


 


Upon the Company’s exercise of its
option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on
and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter called “Defeasance”). 
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject
to the following which shall survive until otherwise terminated or discharged hereunder:


 


(1)          
the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.4 and as more fully
set forth in such Section, payments in respect of the principal of and any  


premium and interest on such Securities when payments
are due,


 


(2)          
the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, and, if applicable,
Article 14,


 


(3)          
the rights, powers, trusts, duties and immunities of the Trustee hereunder, and


 


(4)          
this Article.


 


Subject to compliance with this Article,
the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise
of its option (if any) to have Section 13.3 applied to such Securities.


 


Section 13.3        
Covenant Defeasance.


 


Upon the Company’s exercise of its
option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be:


 


(1)          
the Company shall be released from any covenants provided pursuant to Sections 3.1(19) or 9.1(2) for the benefit of the
Holders of such Securities and


 


(2)          
the occurrence of any event specified in Section 5.1(4) (with respect to any such covenants provided pursuant to
Section 3.1(19) or 9.1(2)) and the occurrence of any other Event of Default specified pursuant to Section 3.1 shall
be deemed not to be or result in an Event of Default, in each case with respect to such Securities or any series of
Securities as provided in this Section on and after the date the conditions set forth in Section 13.4 are satisfied
(hereinafter called “Covenant Defeasance”).  For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such specified Section (to the extent so specified in the case of
Section 5.1(4) and the occurrence of any other Event of Default specified pursuant to Section 3.1), whether
directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the remainder of this Indenture and
such Securities shall be unaffected thereby.


 






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Section 13.4        
Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to
the application of Section 13.2 or Section 13.3 to any Securities or any series of Securities, as the case may be:


 


(1)          
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 6.9 and agrees to comply with the provisions of this Article applicable to it) as
trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities,


 


(A)          
in the case of Securities of a series denominated in currency of the United States of America,


 


(i)           
cash in currency of the United States of America in an amount, or


 


(ii)          
U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than one day before the due date of any payment, an amount in cash, or


 


(iii)         
a combination thereof, or


 


(B)          
in the case of Securities of a series denominated in currency other than that of the United States of America,


 


(i)           
cash in the currency in which such series of Securities is denominated in an amount, or


 


(ii)          
Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than one day before the due date of any payment, an amount in cash, or


 


(iii)         
a combination thereof,


 


in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal
of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture
and such Securities.


 


(2)          
In the event of an election to have Section 13.2 apply to any Securities or any series of Securities, as the case may be,
the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change
in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result
of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax
on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were
not to occur.


 


(3)          
In the event of an election to have Section 13.3 apply to any Securities or any series of Securities, as the case may be,
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect
to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to occur.


 






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(4)          
The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any
other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 


(5)          
No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or
any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified
in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day).


 


(6)          
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of such Act).


 


(7)          
Such Defeasance or Covenant Defeasance shall 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.


 


(8)          
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration
thereunder.


 


(9)          
The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


Section 13.5        
Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 10.3, all money, U.S. Government Obligations and Foreign Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee
and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect
of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required
by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 13.4 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding
Securities.  Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money, U.S. Government Obligations or Foreign Government Obligations held by it as provided
in Section 13.4 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.


 


Section 13.6        
Reinstatement.


 


If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or released pursuant to Section 13.2 or 13.3 shall
be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.5 with respect
to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


ARTICLE 14


 


CONVERSION OF SECURITIES


 


Section 14.1        
Conversion.


 


The terms of any conversion provision that
shall be applicable to the Securities of any series shall be set forth in one or more indentures supplemental hereto for the Securities
of such series.


 


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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.


 


	 	YANGTZE RIVER PORT AND LOGISTICS LIMITED
	 	 
	 	By:
	 	 
	 	Title:
	 	                                                                             ,
	 	as Trustee
	 	 
	 	By:
	 	 
	 	Title:


 






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