Exhibit 4.1


 


B. RILEY FINANCIAL, INC.


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of November 2, 2016


 




     


     


    

 


CROSS-REFERENCE TABLE


 


	TIA Section	 	Indenture Section
	 	 	 
	310 (a)(1)	 	6.9
	(a)(2)	 	6.9
	(a)(3)	 	N/A
	(a)(4)	 	N/A
	(a)(5)	 	6.9
	(b)	 	6.8; 6.9
	311 (a)	 	6.13
	(b)	 	6.13
	312 (a)	 	7.1
	(b)	 	7.2
	(c)	 	7.2
	313 (a)	 	7.3
	(b)(1)	 	7.3
	(b)(2)	 	7.3
	(c)	 	7.3
	(d)	 	7.3
	314 (a)	 	7.4
	(b)	 	N/A
	(c)(1)	 	1.2
	(c)(2)	 	1.2
	(c)(3)	 	N/A
	(d)	 	N/A
	(e)	 	1.2
	(f)	 	1.2
	315 (a)	 	6.1
	(b)	 	6.2
	(c)	 	6.1
	(d)	 	6.1;6.3
	(e)	 	5.14
	316 (a) (last sentence)	 	1.1(“Outstanding”)
	(a)(1)(A)	 	5.12
	(a)(1)(B)	 	5.13
	(a)(2)	 	N/A
	(b)	 	5.8
	(c)	 	9.2
	317 (a)(1)	 	5.3
	(a)(2)	 	5.4
	(b)	 	10.3
	318 (a)	 	1.7


 


N/A means Not Applicable


 


Note: This Cross-Reference Table shall not, for any purpose,
be deemed to be part of this Indenture.


 




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Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 	 
	Section 1.1.	Definitions	1
	Section 1.2.	Compliance Certificates and Opinions	5
	Section 1.3.	Form of Documents Delivered to Trustee	5
	Section 1.4.	Acts of Holders	6
	Section 1.5.	Notices, Etc., to Trustee or Company	7
	Section 1.6.	Notice to Holders; Waiver	7
	Section 1.7.	Conflict with Trust Indenture Act	8
	Section 1.8.	Effect of Headings and Table of Contents	8
	Section 1.9.	Successors and Assigns	8
	Section 1.10.	Separability Clause	8
	Section 1.11.	Benefits of Indenture	8
	Section 1.12.	Governing Law; Waiver of Jury Trial	8
	Section 1.13.	Legal Holidays	8
	Section 1.14.	Force Majeure	8
	 	 	 
	ARTICLE II	SECURITY FORMS	9
	 	 	 	 
	Section 2.1.	Forms Generally	9
	Section 2.2.	Form of Trustee’s Certificate of Authentication	9
	 	 	 
	ARTICLE III	THE SECURITIES	9
	 	 	 	 
	Section 3.1.	Amount Unlimited; Issuable in Series	9
	Section 3.2.	Denominations	11
	Section 3.3.	Execution, Authentication, Delivery and Dating	11
	Section 3.4.	Temporary Securities	12
	Section 3.5.	Registration; Registration of Transfer and Exchange	12
	Section 3.6.	Mutilated, Destroyed, Lost and Stolen Securities	14
	Section 3.7.	Payment of Interest; Interest Rights Preserved	14
	Section 3.8.	Persons Deemed Owners	15
	Section 3.9.	Cancellation	15
	Section 3.10.	Computation of Interest	15
	 	 	 
	ARTICLE IV	SATISFACTION AND DISCHARGE	16
	 	 	 	 
	Section 4.1.	Satisfaction and Discharge of Indenture	16
	Section 4.2.	Application of Trust Money	16
	 	 	 
	ARTICLE V	REMEDIES	17
	 	 	 	 
	Section 5.1.	Events of Default	17
	Section 5.2.	Acceleration of Maturity; Rescission and Annulment	18
	Section 5.3.	Collection of Indebtedness and Suits for Enforcement by Trustee	19
	Section 5.4.	Trustee May File Proofs of Claim	19
	Section 5.5.	Trustee May Enforce Claims Without Possession of Securities	20
	Section 5.6.	Application of Money Collected	20
	Section 5.7.	Limitation on Suits	20



 



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Table
of Contents


(Continued)


 


	 	 	Page
	 	 	 
	Section 5.8.	Unconditional Right of Holders to Receive Principal, Premium and Interest	20
	Section 5.9.	Restoration of Rights and Remedies	21
	Section 5.10.	Rights and Remedies Cumulative	21
	Section 5.11.	Delay or Omission Not Waiver	21
	Section 5.12.	Control by Holders	21
	Section 5.13.	Waiver of Past Defaults	21
	Section 5.14.	Undertaking for Costs	22
	Section 5.15.	Waiver of Usury, Stay or Extension Laws	22
	 	 	 
	ARTICLE VI	THE TRUSTEE	22
	 	 	 	 
	Section 6.1.	Certain Duties and Responsibilities	22
	Section 6.2.	Notice of Defaults	23
	Section 6.3.	Certain Rights of Trustee	23
	Section 6.4.	Not Responsible for Recitals or Issuance of Securities	24
	Section 6.5.	May Hold Securities	25
	Section 6.6.	Money Held in Trust	25
	Section 6.7.	Compensation and Reimbursement	25
	Section 6.8.	Disqualification; Conflicting Interests	26
	Section 6.9.	Corporate Trustee Required; Eligibility	26
	Section 6.10.	Resignation and Removal; Appointment of Successor	26
	Section 6.11.	Acceptance of Appointment by Successor	27
	Section 6.12.	Merger, Conversion, Consolidation or Succession to Business	28
	Section 6.13.	Preferential Collection of Claims	28
	Section 6.14.	Appointment of Authenticating Agent	28
	 	 	 
	ARTICLE VII	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	29
	 	 	 	 
	Section 7.1.	Company to Furnish Trustee Names and Addresses of Holders	29
	Section 7.2.	Preservation of Information; Communications to Holders	29
	Section 7.3.	Reports by Trustee	29
	Section 7.4.	Reports by Company	30
	 	 	 
	ARTICLE VIII	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	30
	 	 	 	 
	Section 8.1.	Company May Consolidate, Etc., Only on Certain Terms	30
	Section 8.2.	Successor Substituted	31
	 	 	 
	ARTICLE IX	SUPPLEMENTAL INDENTURES	31
	 	 	 	 
	Section 9.1.	Supplemental Indentures Without Consent of Holders	31
	Section 9.2.	Supplemental Indentures with Consent of Holders	32
	Section 9.3.	Execution of Supplemental Indentures	32
	Section 9.4.	Effect of Supplemental Indentures	33
	Section 9.5.	Conformity with Trust Indenture Act	33
	Section 9.6.	Reference in Securities to Supplemental Indentures	33
	 	 	 
	ARTICLE X	COVENANTS	33
	 	 	 	 
	Section 10.1.	Payment of Principal, Premium and Interest	33



 






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Table
of Contents


(Continued)



 


	 	 	Page
	 	 	 
	Section 10.2.	Maintenance of Office or Agency	33
	Section 10.3.	Money for Securities Payments to Be Held in Trust	34
	Section 10.4.	Corporate Existence	34
	Section 10.5.	[Reserved]	34
	Section 10.6.	Statement by Officer as to Default	34
	 	 	 
	ARTICLE XI	REDEMPTION OF SECURITIES	35
	 	 	 	 
	Section 11.1.	Applicability of Article	35
	Section 11.2.	Election to Redeem; Notice to Trustee	35
	Section 11.3.	Selection by Trustee of Securities to Be Redeemed	35
	Section 11.4.	Notice of Redemption	35
	Section 11.5.	Deposit of Redemption Price	36
	Section 11.6.	Securities Payable on Redemption Date	36
	Section 11.7.	Securities Redeemed in Part	36
	 	 	 
	ARTICLE XII	ARTICLE XII SINKING FUNDS	37
	 	 	 	 
	Section 12.1.	Applicability of Article	37
	Section 12.2.	Satisfaction of Sinking Fund Payments with Securities	37
	Section 12.3.	Redemption of Securities for Sinking Fund	37
	 	 	 
	ARTICLE XIII	DEFEASANCE AND COVENANT DEFEASANCE	37
	 	 	 	 
	Section 13.1.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	37
	Section 13.2.	Defeasance and Discharge	38
	Section 13.3.	Covenant Defeasance	38
	Section 13.4.	Conditions to Defeasance or Covenant Defeasance	38
	Section 13.5.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	39


 




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INDENTURE, dated as of November 2, 2016, between B. Riley Financial,
Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as
trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
I



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 I have the meanings
assigned to them in this Article I 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, 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 as are generally accepted at the date of such computation;



 


		(4)	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;



 


		(5)	any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture.



 


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


 


“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.
For the purposes of this definition, “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.


 


“Authenticating Agent” means any Person authorized
by the Trustee 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 such board.


 


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


 




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“Business Day” means, for any place where the principal
and interest on the Notes is payable, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day in which banking
institutions in New York are authorized or obligated by law or executive order to close.


 


“Capital Stock” for any corporation means any and
all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated)
stock issued by that corporation.


 


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


 


“Company” means the Person 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 Officer.


 


“Corporate Trust Office” means the office of the
Trustee at which at any particular time its corporate trust business shall be principally administered, which office, as at the
date of this Indenture, is located at U.S. Bank National Association, 633 West Fifth Street, 24th Floor, Los Angeles,
California 90071, Attention: P. Oswald (B. Riley Financial, Inc.), or such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to the Holders and the Company).


 


“corporation” includes corporations, associations,
companies (including limited liability companies) and business trusts.


 


“covenant defeasance” has the meaning specified
in Section 13.3.


 


“default”, when used in Section 6.2, has the meaning
specified in Section 6.2.


 


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


 


“defeasance” has the meaning specified in Section
13.2.


 


“Depositary” means, with respect to the Securities
of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary
for such series by the Company pursuant to Section 3.1(b)(15), which Person shall be a clearing agency registered under the Exchange
Act; and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of
any series shall mean the Depositary with respect to the Securities of such series.


 


“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.


 


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


 


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


 


“Indebtedness” of any Person means indebtedness
for borrowed money and indebtedness under purchase money mortgages or other purchase money liens or conditional sales or similar
title retention agreements, in each case where such indebtedness has been created, incurred, or assumed by such Person to the extent
such indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with U.S. generally accepted
accounting principles as in effect on the date hereof, guarantees by such Person of such indebtedness, and indebtedness for borrowed
money secured by any mortgage, pledge or other lien or encumbrance upon property owned by such Person, even though such Person
has not assumed or become liable for the payment of such indebtedness (but not exceeding the amount of indebtedness secured by
such mortgage, pledge, lien or encumbrance).


 




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“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated
by Section 3.1.


 


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


 


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


 


“Market Exchange Rate” has the meaning specified
in Section 1.4(f).


 


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


 


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


 


“Officer” means the Chairman of the Board of Directors,
the Chief Executive Officer, the President, Chief Financial Officer, Chief Accounting Officer, any Vice President, the Treasurer,
the Secretary or the Controller of the Company.


 


“Officer’s Certificate” means a certificate
signed by any Officer. An Officer’s Certificate provided pursuant to Section 10.6 shall be signed by the principal executive,
financial or accounting officer of the Company.


 


“Opinion of Counsel” means a written opinion of
counsel, who may be counsel for the Company (including an employee or officer of the Company or any of its Affiliates) and who
shall be reasonably acceptable to the Trustee.


 


“Original Issue Discount Security” means any Security
which 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:


 


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



 


		(ii)	Securities for whose payment or redemption money (or
in the case of payment by defeasance under Section 13.2, money, U.S. Government Obligations or both) 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; and provided further, in the case of payment by defeasance under
Section 13.2, that all conditions precedent to the application of such Section shall have been satisfied; and



 


		(iii)	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
any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable
as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 5.2 and (ii) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor 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 or waiver, 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 independent right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.



 




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


 


“Person” means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, incorporated or 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 premium, if any) and interest on the Securities
of that series are payable as specified as contemplated by Section 3.1 or, if not so specified, the City of New York, New York.


 


“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.


 


“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.


 


“Responsible Officer”, when used with respect to
the Trustee, means any officer in the Corporate Trust Office of the Trustee with direct responsibility for the administration of
this Indenture and also means, with respect to a particular corporate trust matter relating to this Indenture, any other officer
to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Indenture.


 


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


 


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


 


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


 


“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 with respect to any Person (i)
any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or
controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof;
and (ii) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50.0% of the capital
accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination
thereof whether in the form of membership, general, special or limited partnership or otherwise, and (y) such Person or any Subsidiary
of such Person is a controlling general partner or otherwise controls such entity.


 




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“Trust Indenture Act” means the Trust Indenture
Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 9.5 and, to the extent
required by any amendment thereto, the Trust Indenture Act of 1939, as 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” has the meaning set
forth in Section 13.4(a).


 


“Vice President” means any vice president, whether
or not designated by a number or a word or words added before or after the title “vice president”.


 


Section 1.2. Compliance Certificates
and Opinions.


 


(a)          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 an Officer’s Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.


 


(b)          Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 10.6) shall include:


 


(1)         a
statement that the 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 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 such covenant or condition has been complied with; and


 


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


 


Section 1.3. Form of Documents
Delivered to Trustee.


 


(a)          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 more documents.


 


(b)          Any
certificate of any 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 Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate 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 representations
with respect to such matters are erroneous.


 




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(c)          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.


 


Section 1.4. Acts of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given 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 1.4.


 


(b)          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 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 which the Trustee deems sufficient; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this Section 1.4.


 


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


 


(d)          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, the Company in reliance
thereon, whether or not notation of such action is made upon such Security or such other Security.


 


(e)          The
Depositary selected pursuant to subsection (b)(15) of Section 3.1, as a Holder, may appoint agents and otherwise authorize participants
to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled
to give or take hereunder.


 


(f)          Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant
to Section 3.1 of this Indenture with respect to a particular series of Securities, whenever for purposes of this Indenture any
action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all series or all series
affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any series which
are denominated in a coin or currency other than U.S. Dollars, then the principal amount of Securities of such series which shall
be deemed to be outstanding for the purpose of taking such action shall be that amount of U.S. Dollars that could be obtained for
such amount at the Market Exchange Rate at such time. For purposes of this Section 1.4(f), “Market Exchange Rate” shall
mean the noon U.S. Dollar buying rate in The City of New York for cable transfers of that currency as published by the Federal
Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee
shall use, without liability on its part, such quotation of the Federal Reserve Bank of New York or quotations from one or more
major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company
shall deem appropriate and direct the Trustee to use pursuant to a Company Order. The provisions of this paragraph shall apply
in determining the equivalent principal amount in respect of Securities of a series denominated in currency other than U.S. Dollars
in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations
of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in this paragraph shall be in its
sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.


 




    	 	6	 



     


    

 


Section 1.5. Notices, Etc., to
Trustee or 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 or sent by facsimile, electronic transmission or first-class mail, postage-prepaid at the address set forth below:



 


U.S. Bank National Association


633 West Fifth Street, 24th
Floor


Los Angeles, California 90071


Attention: P. Oswald (B. Riley Financial)


Facsimile: (213) 615-6197


E-mail: paula.oswald@usbank.com,


 


		(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 sent, to the Company either
by facsimile, electronic transmission or first-class mail, postage prepaid at the address set forth below:



 


B. Riley Financial, Inc.


21255 Burbank Blvd, Suite 400


Woodland Hills, California 91367


Attention: Phillip Ahn – Chief Financial Officer
and Chief Operating Officer


Facsimile: (818) 746-9288


E-mail: pahn@greatamerican.com


 


The Company or the Trustee may designate additional or different
addresses for subsequent notices or communications.


 


Notices given by first-class mail, postage prepaid, will be
deemed given five calendar days after mailing.


 


Section 1.6. Notice to Holders;
Waiver.


 


Where this Indenture provides for notice to Holders (including
any notice of redemption), such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing (including
facsimile or other electronic transmission) and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last
address as it appears in the Security Register or if given to the applicable Depositary (or its designee) according to the applicable
procedures of such Depositary. If such notice or communication is mailed (or delivered by electronic transmission in accordance
with the applicable procedures of the Depositary) in the manner provided above within the time prescribed herein, it is duly given,
whether or not the addressee receives it. In any case where notice to Holders is given, neither the failure to send such notice,
nor any defect in any notice so sent, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. 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.


 


Notwithstanding any other provision of this Indenture or any
Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption or purchase)
to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary
pursuant to the standing instructions from the Depositary.


 


Notices given by first-class mail, postage prepaid, will be
deemed given five calendar days after mailing.


 




    	 	7	 



     


    

 


Section 1.7. Conflict with Trust
Indenture Act.


 


If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control. If any provision hereof limits, qualifies or conflicts with the duties imposed by Section
318(c) of the Trust Indenture Act such imposed duties shall control. If any provision of the Indenture 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 the Indenture,
such provision of the Trust Indenture Act shall control. If any provision of the Indenture modifies or excludes any provision of
the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to the Indenture as
such provision of the Trust Indenture Act is so modified or excluded, as the case may be.


 


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. Separability 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.


 


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; Waiver
of Jury Trial.


 


This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York. Each of the Company and the Trustee irrevocably waives, to the fullest extent
permitted by applicable law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Indenture,
the Securities, or the transactions contemplated thereby.


 


Section 1.13. Legal Holidays.


 


In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities) payment of interest or principal (and premium, if any) 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, or at the Stated Maturity, provided that no interest shall accrue on
the amount then payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case
may be.


 


Section 1.14. Force Majeure.


 


In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly,
forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software or hardware) services.


 




    	 	8	 



     


    

 


ARTICLE
II



SECURITY FORMS


 


Section 2.1. Forms Generally.


 


(a)          The
Securities of each series shall be in substantially the form as shall be established by or pursuant to a Board Resolution 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
or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith,
be determined by the Officer executing such Securities, as evidenced by his or her execution of such Securities. 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.


 


(b)          The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the Officer executing such Securities, as evidenced by his or her execution of such Securities.


 


Section 2.2. 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.


 


	 	U.S. Bank National Association,
	 	as Trustee
	 	 
	 	By	 
	 	Authorized Signatory


 


ARTICLE
III



THE SECURITIES


 


Section 3.1. Amount Unlimited;
Issuable in Series.


 


(a)          The
aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.


 


(b)          The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and (subject to
Section 3.3) set forth or determined as provided in an Officer’s Certificate, 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 all other Securities);


 


(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 the Securities of the series is payable and/or the method by which such date or dates shall
be determined;


 


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


 




    	 	9	 



     


    

 


(6)         the
place or places where the principal of (and premium, if any) and interest on 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 Securities of the series may
be redeemed, in whole or in part, at the option of the Company;


 


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


 


(9)         if
other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities
of the series shall be issuable;


 


(10)        if
other than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the method by which such portion shall be determined;


 


(11)        if
other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
or private debts, the currency or currencies (including composite currencies) in which payment of the principal of (and premium,
if any) and/or interest on the Securities of the series shall be payable;


 


(12)        if
the principal of (and premium, if any) and/or interest on the Securities of the series are to be payable, at the election of the
Company or any Holder, in a currency or currencies (including composite currencies) other than that in which the Securities are
stated to be payable, the period or periods within which, and the terms and conditions, upon which, such election may be made;


 


(13)        if
the amounts of payments of principal of (and premium, if any) and/or interest on the Securities of the series may be determined
with reference to an index, the manner in which such amounts shall be determined;


 


(14)        in
the case of Securities of a series the terms of which are not established pursuant to subsection (11), (12) or (13) above, whether
either or both of Section 13.2 or Section 13.3 shall not be applicable to the Securities of such series; or, in the case of Securities
the terms of which are established pursuant to subsection (11), (12) or (13) above, the adoption and applicability, if any, to
such Securities of any terms and conditions similar to those contained in Section 13.2 and/or Section 13.3;


 


(15)        whether
the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case,
the Depositary for such Global Security or Securities;


 


(16)        any
additional or different events of default that apply to Securities of the series, and any change in the right of the Trustee or
the Holders of such Securities to declare the principal thereof due and payable;


 


(17)        any
additional or different covenants that apply to Securities of the series;


 


(18)        the
form of the Securities of the series; and


 


(19)        any
other terms of the series (which terms shall not contradict the provisions of this Indenture).


 


(c)          All
Securities of any one series need not be issued at the same time and may be issued from time to time and, unless otherwise provided,
a series may be reopened, without the consent of the Holders, for issuances of additional Notes of such series; provided, however,
that if such additional Notes are not fungible with the Notes of such series for U.S. federal income tax purposes, the additional
Notes will have a separate CUSIP number.


 




    	 	10	 



     


    

 


(d)          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 Officer’s Certificate setting forth the terms of the series. With respect to Securities of a
series constituting a medium term note program, such Board Resolution may provide general terms or parameters for Securities of
such series and may provide that the specific terms of particular Securities of such series, and the Persons authorized to determine
such terms or parameters, may be determined in accordance with or pursuant to the Company Order referred to in Section 3.3.


 


Section 3.2. Denominations.


 


The Securities of each series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated by Section 3.1. In the absence of any such provisions
with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and any
integral multiple of $1,000 in excess thereof.


 


Section 3.3. Execution, Authentication,
Delivery and Dating.


 


(a)          The
Securities shall be executed on behalf of the Company by any Officer. The signature of any such Officer on the Securities may be
manual or facsimile.


 


(b)          Securities
bearing the manual or facsimile signature of an individual who was at any time a proper Officer of the Company shall bind the Company,
notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities
or did not hold such office at the date of such Securities.


 


(c)          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 such Company Order shall authenticate and deliver such Securities; provided,
that, with respect to Securities of a series constituting a medium term note program, the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time in the aggregate principal amount established for such series as
may be specified from time to time by a Company Order and pursuant to such procedures acceptable to the Trustee. The maturity dates,
original issue dates, interest rates and any other terms of the Securities of such series shall be determined by or pursuant to
such Company Order and procedures.


 


(d)          If
the form or terms of the Securities of the series have been established in 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, an Opinion of Counsel stating,


 


(1)         if
the form of any 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 any 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 legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting
the enforcement of creditors’ rights and to general equity principles.


 


(e)          Notwithstanding
that such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue
of such Securities pursuant to this Indenture would adversely affect the Trustee’s own rights, duties or immunities under
the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


(f)          Notwithstanding
the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officer’s Certificate 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 time of authentication
of each Security of such series if such documents have been delivered at or prior to the time of authentication upon original issuance
of the first Security of such series to be issued.


 




    	 	11	 



     


    

 


(g)          With
respect to Securities of a series constituting a medium term note program, if the form and general terms of the Securities of such
series have been established by or pursuant to one or more Board Resolutions or by an indenture supplemental hereto, 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, in addition to the foregoing documents and Opinion of Counsel, or in lieu of clause (c) above, an Opinion of Counsel
stating that the Securities have been duly authorized by the Company and, when duly executed by the Company and completed and authenticated
by the Trustee in accordance with the Indenture and issued, delivered and paid for in accordance with any applicable distribution
agreement, will have been duly issued under the Indenture and will constitute valid and binding obligations of the Company, enforceable
in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating
to or affecting the enforcement of creditors’ rights and to general equity principles.


 


(h)          Each
Security shall be dated the date of its authentication.


 


(i)          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 and is entitled to the benefits of this Indenture. 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 together with a written statement (which need not comply with Section
1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company,
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.


 


Section 3.4. Temporary Securities.


 


(a)          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, with such appropriate insertions,
omissions, substitutions and other variations as the Officer executing such Securities may determine, as evidenced by his or her
execution of such Securities.


 


(b)          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, upon Company Order, the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Securities of the same series and of like tenor, of authorized
denominations. 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.


 


Section 3.5. Registration; Registration
of Transfer and Exchange.


 


(a)          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 and “Paying Agent” for the Securities. In
acting hereunder and in connection with the Securities, the Paying Agent and Security Registrar shall act solely as agents of the
Company, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder.


 




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(b)          Upon
surrender for registration of transfer of any Security of any series at an office or agency of the Company in a Place of Payment
designated by the Company pursuant to Section 10.2 for that series, the Company shall execute and, upon Company Order, 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 a like aggregate principal amount and tenor.


 


(c)          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 a like aggregate principal amount and tenor, 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, upon Company Order, the Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


(d)          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.


 


(e)          Every
Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Security
Registrar 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 such Holder’s attorney duly authorized in writing.


 


(f)          No
service charge shall be made for any registration of transfer or for exchange of Securities, but the Company or the Trustee 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.


 


(g)          The
Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning
at the opening of business 15 days before the day of the sending of a notice of redemption of Securities of that series selected
for redemption under Section 11.3 and ending at the close of business on the day of such transmission, or (ii) 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.


 


(h)          Notwithstanding
the foregoing, any Global Security shall be exchangeable pursuant to this Section 3.5 for Securities registered in the names of
Persons other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if any time such Depositary ceases to be a clearing agency
registered under the Exchange Act and the Company has not appointed a successor Depositary within 90 days from the date of such
notice or from the date the Company became aware that such Depositary is no longer registered, as applicable, (ii) the Company
executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have
occurred and be continuing an Event of Default of which the Trustee has been notified with respect to the Securities and the Depositary
for such Global Security requests such exchange in writing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate
principal amount equal to the principal amount of the Global Security with like tenor and terms.


 


(i)          Notwithstanding
any other provision in this Indenture, a Global Security may not be transferred except as a whole by the Depositary with respect
to such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee
of such Depositary.


 


(j)          The
Trustee shall have no responsibility, obligation or duty to:


 


(1)         any
beneficial owner of a Global Security, any member or participant in the Depositary or any other Person with respect to (A) the
accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership
interest in the Securities, (B) the delivery to any participant, member, beneficial owner or other Person (other than the Depositary)
of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other
security or property) under or with respect to such Securities, or (C) the selection of the particular Securities or portions thereof
to be redeemed or refunded in the event of a partial redemption or refunding of the Securities; or


 




    	 	13	 



     


    

 


(2)         monitor,
determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with
respect to any transfer of any interest in any Security (including any transfers between or among the Depositary, its agent members
or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence
as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture with respect to transfers
between Holders, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither
the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.


 


(3)         All
notices and communications to be given by any beneficial owner of a Security and all payments to be made to any beneficial owner
of a Security in respect of the Securities shall be given or made only to or upon the order of the registered owner or owners of
the Securities (which shall be the Depositary or its nominee in the case of a Global Security). The rights of the beneficial owners
of any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary.
The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members,
participants and beneficial owners.


 


Section 3.6. Mutilated, Destroyed,
Lost and Stolen Securities.


 


(a)          If
any mutilated Security is surrendered to the Trustee, the Company shall execute and, upon Company Order, 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.


 


(b)          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 and/or indemnity as may be required by them to save each of them and any agent of any 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, upon Company Order, 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.


 


(c)          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.


 


(d)          Upon
the issuance of any new Security under this Section 3.6, the Company or the Trustee 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 reasonable
fees and expenses of the Trustee and its counsel) connected therewith.


 


(e)          Every
new Security of any series issued pursuant to this Section 3.6 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.


 


(f)          The
provisions of this Section 3.6 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.


 


(a)          Unless
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.


 


(b)          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 entitled to such interest
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:


 




    	 	14	 



     


    

 


(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 (as defined below) 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 (the “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 sent to each Holder of Securities
of such series in accordance with 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 sent, 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.


 


(c)          Subject
to the foregoing provisions of this Section 3.7, 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.


 


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 premium, if any) and (subject to Section
3.7) 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. Without limiting
the generality of the foregoing, a Holder, including any Depositary that is the Holder of a Global Security, may make, give or
take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or
other action provided in this Indenture to be made, given or taken by Holders, and the Depositary that is the Holder of a Global
Security may provide its proxy or proxies to the beneficial owners of interests in any such Global Security through such Depositary’s
standing instructions and customary practice.


 


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 3.9, except
as expressly permitted by this Indenture. Subject to the record retention requirements of the Act and the Trustee’s procedures,
all canceled Securities held by the Trustee shall be disposed of as directed by a Company Order.


 


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.


 




    	 	15	 



     


    

 


ARTICLE
IV



SATISFACTION AND DISCHARGE


 


Section 4.1. Satisfaction and Discharge
of Indenture.


 


(a)          This
Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series (except as to any surviving
rights of registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated Securities
of such series herein expressly provided for), and the Trustee, on the demand of and at the expense of the Company, shall execute
instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, when


 


(1)         either


 


(A)         all
Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities of such series for whose payment
money has theretofore been deposited in trust or segregated and held in trust by 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 of such series 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,
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 an amount sufficient to pay and discharge the entire indebtedness on such Securities of such series not
theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit
(in the case of Securities of such series which have become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be; and


 


(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 Officer’s 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.


 


(b)          At
any time when no Securities of any series are outstanding, this Indenture shall upon Company Request cease to be of further effect
and the Trustee, at the expense of the Company, shall execute instruments of satisfaction and discharge of this Indenture.


 


(c)          Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations
of the Company 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 4.1, 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, all money and U.S. Government Obligations deposited with the Trustee
pursuant to Section 13.2 or Section 13.3 and all money received by the Trustee in respect of U.S. Government Obligations deposited
with the Trustee pursuant to Section 13.2 or Section 13.3, 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 Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with or received by the Trustee as contemplated by Section 4.1, Section 13.2 or
Section 13.3.


 




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ARTICLE
V

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):


 


(1)         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;


 


(2)         default
in the payment of the principal of (or premium, if any, on) any Security of that series;


 


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


 


(4)         default
in the performance, or breach, of any covenant of the Company in this Indenture (other than a covenant a default in whose performance
or whose breach is elsewhere in this Section 5.1 specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of a series of Securities other than the series in respect of which the Event of Default is being determined),
and continuance of such default or breach for a period of 60 days after there has been sent 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;


 


(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;


 


(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 similar official of the Company or of any substantial part of its property,
or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company 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.


 


Subject to the provisions of Section 6.1 hereof, the Trustee
shall not be deemed to have knowledge of an Event of Default hereunder (except for those described in paragraphs (1) through (3)
above, if the Trustee is then the Paying Agent) unless a Responsible Officer of the Trustee shall have actual knowledge thereof
or shall have received written notice thereof and such notice references the Securities and this Indenture.


 




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Section 5.2. Acceleration of Maturity;
Rescission and Annulment.


 


(a)          If
an Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 5.1) with respect to Securities of
any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities
of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified
in the terms thereof), together with accrued and unpaid interest, if any, of all of the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in clause
(5) or (6) of Section 5.1 with respect to Securities of any series at the time Outstanding occurs, the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified in the terms thereof) of all of the Outstanding Securities of that series shall be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder of any Security of that series.


 


(b)          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 provided in this Article V, 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 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 principal (and premium, if any) and 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 which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


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


 


(d)          Upon
receipt by the Trustee of any declaration of acceleration, or rescission and annulment thereof, with respect to Securities of a
series all or part of which is represented by a Global Security, the Trustee shall establish a record date for determining Holders
of Outstanding Securities of such series entitled to join in such declaration of acceleration, or rescission and annulment, as
the case may be, which record date shall be at the close of business on the day the Trustee receives such declaration of acceleration,
or rescission and annulment, as the case may be. The Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether
or not such Holders remain Holders after such record date; provided, that unless such declaration of acceleration, or rescission
and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained prior
to the day which is 90 days after such record date, such declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new declaration of acceleration,
or rescission or annulment thereof, as the case may be, that is identical to a declaration of acceleration, or rescission or annulment
thereof, which has been canceled pursuant to the preceding sentence, in which event a new record date shall be established pursuant
to the provision of this Section 5.2.


 




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


 


(a)          The
Company covenants that if:


 


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


 


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


 


(3)         default
is made in the deposit of any sinking fund payment, when and as due by the terms of a Security; 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 premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) 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.


 


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


 


(c)          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.


 


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


 


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


 


(ii)         to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same.


 


(b)          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.


 


(c)          Nothing
herein contained shall be deemed to authorize the Trustee to authorize, consent to, 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.


 


(d)          The
Trustee shall be entitled to participate as a member of any official committee of creditors in the matters it deems advisable.


 




    	 	19	 



     


    

 


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.


 


Section 5.6. Application of Money
Collected.


 


Any money or property collected by the Trustee pursuant to this
Article V 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 or property on account of principal (or premium, if any) 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 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 premium, if any) and interest, respectively; and


 


THIRD: To the Company.


 


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 not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)         such
Holder or Holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee 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 and/or security 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 any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether
or not such actions or forbearances are unduly prejudicial to 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.


 


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 premium,
if any) and interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 




    	 	20	 



     


    

 


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 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 V or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


 


Section 5.12. Control by Holders.


 


(a)          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, nor subject the Trustee to a risk of personal liability
in respect of which the Trustee has not received indemnification satisfactory to it in its sole discretion against all losses,
liabilities and expenses caused by taking or not taking such action, and


 


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


 


(b)          Prior
to taking any such action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory to it in its
sole discretion against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by or
that might be caused by taking or not taking such action.


 


(c)          Upon
receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Global
Security, the Trustee may establish a record date for determining Holders of outstanding Securities of such series entitled to
join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The
Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction,
whether or not such Holders remain Holders after such record date; provided, that unless such majority in principal amount shall
have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further
action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder,
from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant
to the provisions to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of
this Section 5.12.


 


Section 5.13. Waiver of Past Defaults.


 


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


 




    	 	21	 



     


    

 


(1)         in
the payment of the principal of (or premium, if any) or interest on any Security of such series which have become due otherwise
than by a declaration of acceleration under Section 5.2 and interest thereon at the rate or rates prescribed therefor in such Securities,
or


 


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


 


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


 


Section 5.14. Undertaking for Costs.


 


Each party to this Indenture agrees, and each Holder of any
Security by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against
any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.14 shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


 


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
VI



THE TRUSTEE


 


Section 6.1. Certain Duties and
Responsibilities.


 


(a)          Except
during the continuance of an Event of Default,


 


(1)         the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and


 


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


 


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


 




    	 	22	 



     


    

 


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


 


(1)         this
subsection shall not be construed to limit the effect of subsection (a) of this Section 6.1;


 


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


 


(3)         the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction, determined as provided in Section 5.12, of the Holders of a majority in principal amount of the Outstanding Securities
of any series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and


 


(4)         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 grounds
for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not assured
to it.


 


(d)          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 6.1.


 


Section 6.2. Notice of Defaults.


 


Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall send to all Holders of Securities of such series notice of such
default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series
or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders
of Securities of such series. For the purpose of this Section 6.2, the term “default” means any event which is, or
after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 


Section 6.3. Certain Rights of
Trustee.


 


Subject to the provisions of Section 6.1:


 


(a)          the
Trustee may conclusively rely and shall be fully 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;


 


(b)          any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or
as otherwise expressly provided herein, and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(c)          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) may, in the absence
of bad faith on its part, conclusively rely upon an Officer’s Certificate;


 


(d)          before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion
of Counsel. The Trustee may consult with counsel of its selection 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;


 




    	 	23	 



     


    

 


(e)          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 (including, without limitation, instituting, conducting or defending any litigation),
unless such Holders shall have offered to the Trustee security and/or indemnity satisfactory to it against the costs, expenses
and liabilities which might be incurred by it in compliance with such request or direction;


 


(f)          the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, 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;


 


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


 


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


 


(i)          the
Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers
under this Indenture;


 


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


 


(k)          the
Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions with respect to any series of Securities pursuant to this Indenture,
which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any
person specified as so authorized in any such certificate previously delivered and not superseded;


 


(l)          the
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation,
acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts
of civil or military authorities and governmental action;


 


(m)         the
Trustee shall have no responsibility for any information in any offering document or other disclosure material distributed with
respect to any series of Securities, and the Trustee shall have no responsibility for compliance with any state or federal securities
laws in connection with the Securities, other than the filing of any documents required to be filed by an indenture trustee pursuant
to the Trust Indenture Act or otherwise required in the Indenture; and


 


(n)          the
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.


 


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 the Trustee or any Authenticating
Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof. The Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or otherwise to perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to record this Indenture.


 




    	 	24	 



     


    

 


Section 6.5. May Hold Securities.


 


The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company or of the Trustee, 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.


 


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 such reasonable compensation for its acceptance of this Indenture and for its services hereunder
as Trustee, Paying Agent, Security Registrar and in all other capacities in which it is serving hereunder as the Company and the
Trustee shall from time to time agree in writing (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 out-of-pocket 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 gross negligence or willful misconduct; and


 


(3)         to
indemnify the Trustee, any predecessor Trustee and their respective agents, directors, employees and officers for, and to hold
them harmless against, any loss, damage, claim, liability or out-of-pocket expense (including the reasonable compensation and the
expenses and disbursements of its agents and counsel and taxes (other than taxes based upon, measured or determined by the income
of the Trustee, any predecessor Trustee or their respective agents, directors, employees and officers)) incurred without gross
negligence or willful misconduct on its or their part (as determined by a competent court of appropriate jurisdiction in a final,
non-appealable judgment), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the reasonable costs and out-of-pocket expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of the Trustee’s powers or duties hereunder.


 


The Trustee shall notify the Company promptly of any claim for
which it may seek indemnification pursuant to the provisions of this Indenture. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder. The Company shall be entitled to participate in, and to the extent
that it shall wish, to assume the defense of such claim, with counsel satisfactory to the Trustee (and the Trustee shall cooperate
in the defense thereof), and after notice from the Company to the Trustee of the Company’s election so to assume the defense
thereof, the Company shall not be liable to the Trustee under this Indenture for any legal or other expenses subsequently incurred
by the Trustee in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the
Trustee may only employ separate counsel at the expense of the Company if in the judgment of the Trustee (i) the Company has not
retained counsel reasonably satisfactory to the Trustee, (ii) a conflict of interest or a potential conflict of interest exists
by reason of common representation or (iii) there are legal defenses available to the Trustee that are different from or are in
addition to those available to the Company or if all parties commonly represented do not agree as to the action (or inaction) of
counsel. Any settlement which affects the Trustee may not be entered into without the consent of the Trustee, unless the Trustee
is given a full and unconditional release from liability with the respect to the claims covered thereby and such settlement does
not include a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. After the Company
has assumed the defense of any indemnified party hereunder, no such indemnified party may settle or compromise any suit or action
without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).


 




    	 	25	 



     


    

 


As security for the performance of the obligations of the Company
under this Section 6.7, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of, premium, if any, or interest, if any, on particular
Securities. If the Trustee incurs out-of-pocket expenses or renders services after the occurrence of an Event of Default, the expenses
and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States
Bankruptcy Code or any applicable federal or state law for the relief of debtors. The provisions of this Section 6.7 shall survive
the resignation or removal of the Trustee and the termination of this Indenture.


 


Section 6.8. Disqualification;
Conflicting Interests.


 


The Trustee shall comply with the terms of Section 310(b) of
the Trust Indenture Act.


 


Section 6.9. Corporate Trustee
Required; Eligibility.


 


There shall at all times be a Trustee hereunder which shall
be eligible to act as such pursuant to the Trust Indenture Act and which shall 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 exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination
by federal or state authority. If such corporation 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 6.9, the combined capital and surplus
of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.9, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article VI.


 


Section 6.10. Resignation and Removal;
Appointment of Successor.


 


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


 


(b)          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, at the expense of the Company, petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


(c)          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.


 


(d)          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;


 


(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, (i) the Company by a Board Resolution may remove the Trustee
with respect to all Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at
least six months may, on its own behalf and on behalf of 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.


 




    	 	26	 



     


    

 


(e)          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, any Holder who has been a bona fide Holder of a Security of such series for
at least six months may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 


(f)          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 by sending written notice of such event 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.


 


(g)          Notwithstanding
replacement of the Trustee pursuant to this Section 6.10, the Company’s obligations under Section 6.7 hereof shall continue
for the benefit of the retiring Trustee.


 


Section 6.11. Acceptance of Appointment
by Successor.


 


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


 


(b)          In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (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.


 


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


 


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


 




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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, shall
be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article
VI, 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.


 


Section 6.13. Preferential Collection
of Claims.


 


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


 


Section 6.14. Appointment of Authenticating
Agent.


 


(a)          At
any time when any of the Securities remain Outstanding, the Trustee may, and upon request of the Company, shall, 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 exchange, registration of transfer or partial redemption thereof or pursuant
to Section 3.6. 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 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 6.14, 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 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.


 


(b)          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 6.14, without the execution or filing of any paper
or any further act on the part of the Trustee or the Authenticating Agent.


 


(c)          An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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 the
Company, and the Trustee shall terminate any such agency promptly upon request by 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 6.14, the Trustee may and, upon request of the Company, shall appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall send written notice in the manner provided in Section 1.6 of such appointment
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 6.14.


 


(d)          The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section
6.14.


 




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(e)          If
an appointment of an Authenticating Agent 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 alternate 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.


 


	 	U.S. Bank National Association,
	 	As Trustee
	 	 
	 	By	 
	 	As Authenticating Agent
	 	 
	 	By	 
	 	Authorized Signatory


 


ARTICLE
VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


If the Trustee is not the Security Registrar, the Company will
furnish or cause to be furnished to the Trustee:


 


(a)          semi-annually
(at intervals of not more than six months), not later than 15 days after each Regular Record Date (or, if there is no Regular Record
Date relating to a series, semi-annually on dates set forth in the Board Resolution or supplemental indenture with respect to such
series), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such date,
and


 


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


 


Section 7.2. Preservation of Information;
Communications to Holders.


 


(a)          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.


 


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


 


Section 7.3. Reports by Trustee.


 


(a)          Within
60 days after May 15 of each year, commencing the May 15 following the date of this Indenture, the Trustee shall, to the extent
that any of the events described in Section 313(a) of the Trust Indenture Act occurred within the previous twelve months, but not
otherwise, send to each Holder a brief report dated as of such date that complies with Section 313(a) of the Trust Indenture Act.
The Trustee also shall comply with Sections 313(a), 313(b), 313(c) and 313(d) of the Trust Indenture Act.


 


(b)          A
copy of each report at the time of transmission to Holders shall be sent to the Company and filed with the Commission and each
securities exchange, if any, on which the Securities of that series are listed.


 




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(c)          The
Company shall notify the Trustee if the Securities of any series become listed on any securities exchange or of any delisting thereof
and the Trustee shall comply with Section 313(d) of the Trust Indenture Act.


 


Section 7.4. Reports by Company.


 


(a)          The
Company shall:


 


(1)         file
with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either
of said Sections, then it shall file with the Trustee and the Commission, in accordance with, and to the extent required by, rules
and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations;


 


(2)         file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations; and


 


(3)         transmit
by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs
(1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.


 


(b)          In
each case that the Company electronically delivers materials to the Trustee or files documents pursuant to the Commission’s
“EDGAR” system (or any successor electronic filing system), such delivery or filing shall be deemed to be “filed”
with the Trustee for purposes of this Section 7.4, provided, however, that the Trustee shall have no responsibility whatsoever
to determine if such filing has occurred.


 


(c)          Delivery
of such reports, information and documents to the Trustee pursuant to paragraph (a)(1) and (a)(2) of this Section 7.4 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 an Officer’s Certificate).


 


ARTICLE
VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


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


 


(a)          The
Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the Company
into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided
that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries
shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions
unless:


 


(1)         the
Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company)
formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation
or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District
of Columbia;


 


(b)          the
Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the
Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and
premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants
and conditions of this Indenture to be performed by the Company;


 




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(c)          immediately
before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default
shall have occurred and be continuing; and


 


(d)          in
the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered,
to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental
indenture, if any, in respect thereto comply with this Section 8.1 and that all conditions precedent in this Indenture relating
to such transaction have been complied with.


 


Section 8.2. Successor Substituted.


 


Upon any consolidation by the Company with or merger by the
Company into any other corporation 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 corporation formed by such consolidation or into which the Company
is merged or the Person 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
IX



SUPPLEMENTAL INDENTURES


 


Section 9.1. Supplemental Indentures
Without Consent of Holders.


 


Without the written consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee (at the direction of the Company) at any time and from time to time, may enter
into one or more indentures supplemental hereto to undertake clarifications and certain other changes that would not adversely
affect Holders in any material respect, including changes:


 


(1)         to
evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants, agreements
and obligations of the Company herein and in the Securities;


 


(2)         to
add to the covenants of the Company such new covenants, restrictions, conditions or provisions for the protection of the Holders
of all or any series of Securities;


 


(3)         to
make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions
or provisions pursuant to Section 9.1(2) an Event of Default;


 


(4)         to
modify, eliminate or add to any of the provisions of this Indenture to such extent as necessary to effect the qualification of
the indenture under the Trust Indenture Act, and to add to this Indenture such other provisions as may be expressly permitted by
the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act;


 


(5)         to
cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent
with any other provisions herein or in any supplemental indenture;


 


(6)         to
secure the Securities;


 


(7)         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(b);


 




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(8)         to
establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1, including any subordination provisions;
or


 


(9)         to
make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely
affect the interests of the Holders of Securities of any series in any material respect.


 


Section 9.2. Supplemental Indentures
with Consent of Holders.


 


(a)          With
the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series so 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 (at the direction of the Company) 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 the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under this
Indenture.


 


Without the written consent of the Holder of each Outstanding
Securities affected thereby, a supplemental indenture under this Section 9.2 shall not (with respect to any Outstanding Security
held by a non-consenting Holder):


 


(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 change any Place of Payment where, or the coin or currency in which, any Security
or any premium or the 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);


 


(2)         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


 


(3)         modify
any of the provisions of this Section 9.2 or Section 5.13, except to increase the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required under any such Section 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(b) and 9.1(7).


 


(b)          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.


 


(c)          It
shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof.


 


(d)          The
Company may set a record date for purposes of determining the identity of Holders of Securities entitled to consent pursuant to
this Section 9.2. Such record date shall be the later of (i) thirty days prior to the first solicitation of such consent or (ii)
the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 7.1. Any vote
or action pursuant to this Section 9.2 can only be taken by Persons who are Holders on such record date and, unless otherwise specified,
such vote or action must take place on or prior to the 180th day after such record date. The Company may change the record date
at its option, and the Company will provide written notice to the Trustee and to each Holder of any such change of record date.


 


Section 9.3. Execution of Supplemental
Indentures.


 


In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this
Indenture and complies with the provisions hereof (including Section 9.5 hereof). 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 or liabilities under
this Indenture or otherwise.


 




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Section 9.4. Effect of Supplemental
Indentures.


 


Upon the execution of any supplemental indenture under this
Article IX, 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.


 


Every supplemental indenture executed pursuant to this Article
IX shall conform to the requirements of the Trust Indenture Act as then in effect.


 


Section 9.6. Reference in Securities
to Supplemental Indentures.


 


Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article IX 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 such Securities may be authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


 


ARTICLE
X

COVENANTS


 


Section 10.1. Payment of Principal,
Premium and Interest.


 


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


 


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


 


Section 10.2. Maintenance of Office
or Agency.


 


(a)          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 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.


 


(b)          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.


 




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Section 10.3. Money for Securities
Payments to Be Held in Trust.


 


(a)          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 (and premium, if any) 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 premium, if any) or 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 failure so to act.


 


(b)          Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal
of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled
to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.


 


(c)          The
Company will cause each Paying Agent for any series of Securities other than the Trustee or the Company 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
10.3, that such Paying Agent will:


 


(1)         hold
all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;


 


(2)         give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that series; and


 


(3)         at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.


 


(d)          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.


 


(e)          Any
money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of
(and premium, if any) or interest on any Security of any series, and remaining unclaimed for two years after such principal (and
premium, if any) 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.


 


(f)          In
the event that the Paying Agent receives funds in advance of any due date, the Paying Agent shall be entitled to invest such funds
in the U.S. Bank Money Market Deposit Account or any substantially similar successor account, any earnings on which shall be for
the account of the Company.


 


Section 10.4. Corporate Existence.


 


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


 


Section 10.5. [Reserved].


 


Section 10.6. Statement by Officer
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 Officer’s Certificate signed by the principal
executive officer, principal financial officer or principal accounting officer 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 applicable
to the Company and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which
he or she may have knowledge. If any default or Event of Default under Section 5.1 has occurred and is continuing, within 10 Business
Days after its becoming aware of such occurrence the Company shall deliver to the Trustee an Officer’s Certificate specifying
such event and what action the Company is taking or proposes to take with respect thereto.


 




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ARTICLE
XI



REDEMPTION OF SECURITIES


 


Section 11.1. Applicability of
Article.


 


Securities of any series which 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
Securities of any series) in accordance with this Article XI.


 


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. In case of any redemption at the election of the Company of less than all the Securities of like
tenor of any series, the Company shall, at least 30 days and not more than 60 days prior to the Redemption Date fixed by the Company,
notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. Any such notice
may be cancelled at any time prior to notice of such redemption being sent to any Holder and shall thereby be void and of no effect.
In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction.


 


Section 11.3. Selection by Trustee
of Securities to Be Redeemed.


 


(a)          If
less than all the Securities of like tenor of any series are to be redeemed, the particular securities to be redeemed shall be
selected by the Trustee not more than 45 days prior to the redemption date, from the Outstanding Securities of like tenor of such
series not previously called for redemption, by lot or, in the Trustee’s discretion, on a pro-rata basis, subject to the
redemption procedures of the applicable depositary, and which may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than the minimum authorized denomination for such Securities.


 


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


 


(c)          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.


 


(a)          Notice
of redemption shall be sent not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Securities to
be redeemed, in accordance with Section 1.6; provided, that such notice of redemption may be furnished, in the Company’s
discretion, more than 60 days prior to the Redemption Date if the notice is issued in connection with a satisfaction and discharge
of this Indenture with respect to Securities of any series or a defeasance of the Securities pursuant to Articles IV or XIII hereof.


 


All notices of redemption shall state:


 


(1)         the
Redemption Date;


 


(2)         the
Redemption Price (or the method of calculating or determining the Redemption Price);


 




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(3)         if
less than all the Outstanding Securities of like tenor of any series are to be redeemed, the identification (and, in the case of
partial redemption, the principal amounts) of the particular Securities to be redeemed;


 


(4)         in
case any Security is to be redeemed in part only, the notice which relates to such Security shall state 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
CUSIP number and/or similar numbers of such Securities, if any (or any other numbers used by a Depositary to identify such Securities);


 


(7)         the
place or places where such Securities are to be surrendered for payment of the Redemption Price; and


 


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


 


(b)          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 made at least five days prior to the date the notice of redemption is to be given (unless a shorter time period shall be
acceptable to the Trustee), by the Trustee in the name and at the expense of the Company.


 


Section 11.5. Deposit of Redemption
Price.


 


No later than 11:00 a.m. New York time on the 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, the Company
shall 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 on, all the Securities which are to be redeemed
on that date; provided, however, that to the extent any such money is received by the Trustee or a Paying Agent from the Company
after 11:00 a.m. New York time, on the due date, such money will be deemed deposited within one Business Day of receipt thereof.


 


Section 11.6. Securities Payable
on Redemption Date.


 


(a)          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) 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
to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to
the Redemption Date shall 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.


 


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


 


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 such Holder’s attorney
duly authorized in writing), and the Company shall execute and, upon Company Order, 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.


 




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ARTICLE
XIIARTICLE XII



SINKING FUNDS


 


Section 12.1. Applicability of
Article.


 


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


 


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


 


Section 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 the Securities of such series required to be made pursuant to the terms of such Securities as provided
for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received
and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 


Section 12.3. Redemption of Securities
for Sinking Fund.


 


Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.2 and will also deliver to the Trustee any such Securities. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 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.


 


ARTICLE
XIII



DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.1. Applicability of
Article; Company’s Option to Effect Defeasance or Covenant Defeasance.


 


Unless pursuant to Section 3.1 provision is made for either
or both of (a) defeasance of the Securities of a series under Section 13.2 to not be applicable with respect to the Securities
of such series or (b) covenant defeasance of the Securities of a series under Section 13.3 to not be applicable with respect to
the Securities of such series, then the provisions of such Sections 13.2 and 13.3, together with the other provisions of this Article
XIII, shall be applicable to the Securities of such series, and the Company may at its option by or pursuant to a Board Resolution,
at any time, with respect to the Securities of such series, elect to have either Section 13.2 or Section 13.3 be applied to the
Outstanding Securities of such series upon compliance with the conditions set forth below in this Article XIII.


 




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Section 13.2. Defeasance and Discharge.


 


Upon the Company’s exercise of the option set forth in
Section 13.1 applicable to this Section 13.2, the Company shall be deemed to have been discharged from its obligations with respect
to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and
as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities
when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2
and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and
Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer
or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under
this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.


 


Section 13.3. Covenant Defeasance.


 


Upon the Company’s exercise of the option set forth in
Section 13.1 applicable to this Section 13.3, the Company shall be released from its obligations under Sections 7.4 and 10.4 and
clause (2) of the first paragraph of Section 8.1 and any other covenants to be applicable to the Securities of a series as specified
pursuant to Section 3.1 unless specified otherwise pursuant to such Section (and the failure to comply with any such provisions
shall not constitute a default or Event of Default under Section 5.1), and the occurrence of any event described in Section 5.1(4)
and (7) and any other Events of Default to be applicable to the Securities of a series as specified pursuant to Section 3.1 unless
specified otherwise pursuant to such Section shall not constitute a default or Event of Default hereunder, with respect to the
Outstanding Securities of such series on and after the date the conditions set forth below are satisfied (hereinafter, “covenant
defeasance”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series,
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 Section with respect to it, 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.


 


Section 13.4. Conditions to Defeasance
or Covenant Defeasance.


 


The following shall be the conditions to application of either
Section 13.2 or Section 13.3 to the Outstanding Securities of such series:


 


(a)          the
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 6.9 who shall agree to comply with the provisions of this Article XIII applicable to it) as trust funds in trust for
the purpose of making the following payments, for the benefit of the holders of such Securities, (A) money in an amount, or (B)
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 the due date of any payment, money in an amount, or (C) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to pay and
discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any) on and each installment of principal of (premium, if any) and interest on the Outstanding Securities of such series
on the Stated Maturity or on the redemption date, as the case may be (the Company being required to specify whether the Outstanding
Securities of such series are being defeased to maturity or to a particular redemption date), of such principal or installment
of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities
of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such
Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the
United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment
of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such
depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository
receipt;


 




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(b)          no
Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit
(other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any lien securing such borrowing);


 


(c)          no
defaults or Events of Default related to bankruptcy, insolvency or organization occurs during the 90 days following the deposit;


 


(d)          such
defeasance or covenant defeasance must not result in the trust arising from the deposit constituting an investment company within
the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), unless such trust will
be registered under the Investment Company Act or exempt from registration thereunder;


 


(e)          such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound (other than a default resulting from borrowing of funds to
be applied to such deposit and the grant of any lien securing such borrowing);


 


(f)          such
defeasance or covenant defeasance must not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture
Act;


 


(g)          such
defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities
exchange under the Exchange Act to be delisted;


 


(h)          in
the case of an election under Section 13.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date
of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such defeasance had not occurred;


 


(i)          in
the case of an election under Section 13.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes
as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not occurred;


 


(j)          such
defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may
be imposed on the Company in connection therewith pursuant to Section 3.1; and


 


(k)          the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 13.2 or the covenant defeasance under Section 13.3, as the
case may be, have been complied with.


 


Section 13.5. Deposited Money and
U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


(a)          Subject
to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively, for purposes of this Section 13.5, the “Trustee”)
pursuant to Section 13.4 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own paying agent), to the Holders of such Securities, of all sums due and to become
due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds
except to the extent required by law.


 




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(b)          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 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 the Outstanding Securities of such series.


 


(c)          Anything
in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which, in the opinion of a nationally recognized
firm of independent public accountants, investment bank or appraisal firm expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance
or covenant defeasance.


 


(d)          In
the event that the Trustee is unable to apply the funds held in trust to the payment of obligations under the Securities by reason
of a court order or governmental injunction or prohibition, then those of the Company’s obligations discharged under the
defeasance or covenant defeasance will be revived and reinstated as though no deposit of funds had occurred, until such time as
the Trustee is permitted to apply all funds held in trust under the procedure described above to the payment of obligations under
the Securities. However, if the Company makes any payment of principal or interest the Holders, the Company will have the right
to receive such payments from the trust in the place of the Holders.


 


* * * *


 


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


 


[The remainder of this page intentionally
left blank.]


 




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


 


	 	B. RILEY FINANCIAL, INC.
	 	 	 	 
	 	By:	/s/ Phillip J. Ahn
	 	 	Name:	Phillip J. Ahn
	 	 	Title:	Chief Financial Officer & Chief Operating 

Officer


 


[Signature Page to Base Indenture]


 




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	 	U.S. Bank National Association, as Trustee
	 	 	 	 
	 	By:	/s/ Paula Oswald
	 	 	Name:	Paula Oswald
	 	 	Title:	Vice President


 


[Signature Page to Base Indenture]


 




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