Exhibit 4.5











NEXGEL, INC.


  


ISSUER


 


AND


 


[TRUSTEE],


 


TRUSTEE


 


INDENTURE


 


DATED
AS OF    , 20


 


SUBORDINATED DEBT SECURITIES




 


 




     

     


    


  


TABLE OF CONTENTS


 





	ARTICLE I DEFINITIONS	3
	Section 1.1 Definitions of Terms	3
	ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	5
	Section 2.1 Designation and Terms of Securities	5
	Section 2.2 Form of Securities and Trustee’s Certificate	7
	Section 2.3 Denominations: Provisions for Payment	7
	Section 2.4 Execution and Authentications	8
	Section 2.5 Registration of Transfer and Exchange	8
	Section 2.6 Temporary Securities	9
	Section 2.7 Mutilated, Destroyed, Lost or Stolen Securities	9
	Section 2.8 Cancellation	9
	Section 2.9 Benefits of Indenture	9
	Section 2.10 Authenticating Agent	10
	Section 2.11 Global Securities	10
	ARTICLE III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	11
	Section 3.1 Redemption	11
	Section 3.2 Notice of Redemption	11
	Section 3.3 Payment Upon Redemption	11
	Section 3.4 Sinking Fund	12
	Section 3.5 Satisfaction of Sinking Fund Payments with Securities	12
	Section 3.6 Redemption of Securities for Sinking Fund	12
	ARTICLE IV COVENANTS	12
	Section 4.1 Payment of Principal, Premium and Interest	12
	Section 4.2 Maintenance of Office or Agency	12
	Section 4.3 Paying Agents	13
	Section 4.4 Appointment to Fill Vacancy in Office of Trustee	13
	Section 4.5 Compliance with Consolidation Provisions	13
	ARTICLE V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	13
	Section 5.1 Company to Furnish Trustee Names and Addresses of Securityholders	13
	Section 5.2 Preservation Of Information; Communications With Securityholders	14
	Section 5.3 Reports by the Company	14
	Section 5.4 Reports by the Trustee	14
	ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	14
	Section 6.1 Events of Default	14
	Section 6.2 Collection of Indebtedness and Suits for Enforcement by Trustee	15
	Section 6.3 Application of Moneys Collected	16
	Section 6.4 Limitation on Suits	16
	Section 6.5 Rights and Remedies Cumulative; Delay or Omission Not Waiver	17
	Section 6.6 Control by Securityholders	17
	Section 6.7 Undertaking to Pay Costs	17
	ARTICLE VII CONCERNING THE TRUSTEE	18
	Section 7.1 Certain Duties and Responsibilities of Trustee	18
	Section 7.2 Certain Rights of Trustee	18
	Section 7.3 Trustee Not Responsible for Recitals or Issuance or Securities	19
	Section 7.4 May Hold Securities	19
	Section 7.5 Moneys Held in Trust	19
	Section 7.6 Compensation and Reimbursement	19
	Section 7.7 Reliance on Officer’s Certificate	20
	Section 7.8 Disqualification; Conflicting Interests	20
	Section 7.9 Corporate Trustee Required; Eligibility	20
	Section 7.10 Resignation and Removal; Appointment of Successor	20
	Section 7.11 Acceptance of Appointment By Successor	21
	Section 7.12 Merger, Conversion, Consolidation or Succession to Business	22



 






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	Section 7.13 Preferential Collection of Claims Against the Company	22
	Section 7.14 Notice of Default	22
	ARTICLE VIII CONCERNING THE SECURITYHOLDERS	22
	Section 8.1 Evidence of Action by Securityholders	22
	Section 8.2 Proof of Execution by Securityholders	22
	Section 8.3 Who May be Deemed Owners	23
	Section 8.4 Certain Securities Owned by Company Disregarded	23
	Section 8.5 Actions Binding on Future Securityholders	23
	ARTICLE IX SUPPLEMENTAL INDENTURES	23
	Section 9.1 Supplemental Indentures Without the Consent of Securityholders	23
	Section 9.2 Supplemental Indentures With Consent of Securityholders	24
	Section 9.3 Effect of Supplemental Indentures	24
	Section 9.4 Securities Affected by Supplemental Indentures	24
	Section 9.5 Execution of Supplemental Indentures	24
	ARTICLE X SUCCESSOR ENTITY	25
	Section 10.1 Company May Consolidate, Etc	25
	Section 10.2 Successor Entity Substituted	25
	Section 10.3 Evidence of Consolidation, Etc	25
	ARTICLE XI SATISFACTION AND DISCHARGE	25
	Section 11.1 Satisfaction and Discharge of Indenture	25
	Section 11.2 Discharge of Obligations	26
	Section 11.3 Deposited Moneys to be Held in Trust	26
	Section 11.4 Payment of Moneys Held by Paying Agents	26
	Section 11.5 Repayment to Company	26
	ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	26
	Section 12.1 No Recourse	26
	ARTICLE XIII MISCELLANEOUS PROVISIONS	27
	Section 13.1 Effect on Successors and Assigns	27
	Section 13.2 Actions by Successor	27
	Section 13.3 Surrender of Company Powers	27
	Section 13.4 Notices	27
	Section 13.5 Governing Law	27
	Section 13.6 Treatment of Securities as Debt	27
	Section 13.7 Certificates and Opinions as to Conditions Precedent	27
	Section 13.8 Payments on Business Days	27
	Section 13.9 Conflict with Trust Indenture Act	28
	Section 13.10 Counterparts	28
	Section 13.11 Separability	28
	Section 13.12 Compliance Certificates	28
	ARTICLE XIV SUBORDINATION OF SECURITIES	28
	Section 14.1 Subordination Terms	28



 


 



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INDENTURE


 


INDENTURE, dated as of [●], among NexGel, Inc., a
Delaware corporation, and [TRUSTEE], as trustee:


 


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


 


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


 


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


 


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


 


ARTICLE I DEFINITIONS


 


Section 1.1 Definitions of Terms.


 


The terms defined in this Section
(except as in this Indenture or any indenture supplemental hereto otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section
and shall include the plural as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act
of 1939, as amended, or that are by reference in such Act defined in the Securities Act of 1933, as amended (except as herein or any indenture
supplemental hereto otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this instrument.


 


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


 


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


 


“Board of Directors” means the Board of Directors
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.


 


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


 


“Certificate”
means a certificate signed by any Officer. The Certificate need not comply with the provisions of Section 13.7.


 


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


 


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


 


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


 


“Default” means any event, act or condition
that with notice or lapse of time, or both, would constitute an Event of Default. “Defaulted Interest” has the meaning set
forth in Section 2.3.


 


“Depositary”
means, with respect to Securities of any series for which the Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, another clearing agency, or any successor registered as a clearing agency under the Exchange Act,
or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.1 or 2.11.


 


 



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“Event
of Default” means, with respect to Securities of a particular series, any event specified in Section 6.1, continued for the period
of time, if any, therein designated.


 


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


 


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


 


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


 


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


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.


 


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


 


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


 


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


 


“Opinion
of Counsel” means an opinion in writing subject to customary exceptions of legal counsel, who may be an employee of or counsel for
the Company, that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided
for in Section 13.7, if and to the extent required by the provisions thereof.


 


“Outstanding,”
when used with reference to Securities of any series, means, subject to the provisions of Section 8.4, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore
canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previously
been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary
amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside
and segregated in trust by the Company (if the Company shall act as its own paying agent); provided, however, that if such Securities
or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided
in Article III, or provision satisfactory to the Trustee shall have been made for giving such notice; and (c) Securities in lieu of or
in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.7.


 


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


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.7 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


 



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


 


“Securities” means the debt Securities authenticated
and delivered under this Indenture.


 


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


 


“Security Register” and “Security Registrar”
shall have the meanings as set forth in Section 2.5.


 


“Subsidiary”
means, with respect to any Person, (i) any corporation at least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii)
any general partnership, joint venture or similar entity, at least a majority of whose outstanding partnership or similar interests shall
at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries and
(iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.


 


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


 


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


 


“Voting
Stock,” as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.


 


ARTICLE II


ISSUE, DESCRIPTION, TERMS,
EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES


 


Section 2.1 Designation and Terms of Securities.


 


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


 


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


 


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


 


(iii) 
the date or dates on which the principal of the Securities of the series is payable, any original issue discount that may apply
to the Securities of that series upon their issuance, the principal amount due at maturity, and the place(s) of payment;


 


(iv)
the rate or rates at which the Securities of the series shall bear interest or the manner of calculation of such rate or rates, if any;


 


(v) 
the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable or the
manner of determination of such Interest Payment Dates, the place(s) of payment, and the record date for the determination of holders
to whom interest is payable on any such Interest Payment Dates or the manner of determination of such record dates;


 


(vi)
the right, if any, to extend the interest payment periods and the duration of such extension;


 


(vii) 
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;


 


 



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(viii) 
the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund, mandatory redemption,
or analogous provisions (including payments made in cash in satisfaction of future sinking fund obligations) 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;


 


(ix)
the form of the Securities of the series including the form of the Certificate of Authentication for such series;


 


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


 


(xi)  
any and all other terms (including terms, to the extent applicable, relating to any auction or remarketing of the Securities of
that series and any security for the obligations of the Company with respect to such Securities) with respect to such series (which terms
shall not be inconsistent with the terms of this Indenture, as amended by any supplemental indenture) including any terms which may be
required by or advisable under United States laws or regulations or advisable in connection with the marketing of Securities of that series;


 


(xii)  
whether the Securities are issuable as a Global Security and, in such case, the terms and the identity of the Depositary for such
series;


 


(xiii) 
whether the Securities will be convertible into or exchangeable for shares of common stock, preferred stock or other securities
of the Company or any other Person and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable,
including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional
(at the Company’s option or the holders’ option) conversion or exchange features, and the applicable conversion or exchange
period;


 


(xiv) 
if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.1;


 


(xv) 
any additional or different Events of Default or restrictive covenants (which may include, among other restrictions, restrictions
on the Company’s ability or the ability of the Company’s Subsidiaries to: incur additional indebtedness; issue additional
securities; create liens; pay dividends or make distributions in respect of the capital stock of the Company or the Company’s Subsidiaries;
redeem capital stock; place restrictions on the Company’s Subsidiaries’ ability to pay dividends, make distributions or transfer
assets; make investments or other restricted payments; sell or otherwise dispose of assets; enter into sale-leaseback transactions; engage
in transactions with stockholders or affiliates; issue or sell stock of the Company’s Subsidiaries; or effect a consolidation or
merger) or financial covenants (which may include, among other financial covenants, financial covenants that require the Company and its
Subsidiaries to maintain specified interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios) provided for
with respect to the Securities of the series;


 


(xvi) 
if other than dollars, the coin or currency in which the Securities of the series are denominated (including, but not limited to,
foreign currency);


 


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


 


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


 


(xix)
the subordination terms of the Securities of the series.


 


All Securities
of any one series shall be substantially identical except as may otherwise be provided in or pursuant to any such Board Resolution or
in any indentures supplemental hereto.


 


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


 


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


 






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Section
2.2 Form of Securities and Trustee’s Certificate.


 


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


 


Section
2.3 Denominations: Provisions for Payment.


 


The Securities
shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof,
subject to Section 2.1(a)(x).


 


The Securities
of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series. Subject to Section
2.1(a)(xvi), the principal of and the interest on the Securities of any series, as well as any premium thereon in case of redemption thereof
prior to maturity, shall be payable in the coin or currency of the United States of America that at the time is legal tender for public
and private debt, at the office or agency of the Company maintained for that purpose. Each Security shall be dated the date of its authentication.
Interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months.


 


The interest
installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities
of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close
of business on the regular record date for such interest installment. In the event that any Security of a particular series or portion
thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided
in Section 3.3.


 


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


 


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


 


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


 


Unless otherwise
set forth in a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.1 hereof, the term “regular record date” as used in this Section with respect to a series of Securities and any
Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section 2.1 hereof shall occur, if such Interest Payment Date is the first day of
a month, or the first day of the month in which an Interest Payment Date established for such series pursuant to Section 2.1 hereof shall
occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day.


 


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


 


 






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Section 2.4 Execution and Authentications.


 


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


 


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


 


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


 


In authenticating
such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, if requested, and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating
that the form and terms thereof have been established in conformity with the provisions of this Indenture.


 


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


 


Section 2.5 Registration of Transfer and Exchange.


 


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


 


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


 


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


 


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


 


(c)  
Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or
established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration
of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.6, Section
3.3(b) and Section 9.4 not involving any transfer.


 


(d) 
The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of
the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities
of any series or portions thereof called for redemption, other than the unredeemed portion of any such Securities being redeemed in part.
The provisions of this Section 2.5 are, with respect to any Global Security, subject to Section 2.11 hereof.


  



    	 	-8-	 



     


    











 


Section 2.6 Temporary Securities.


 


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


 


Section 2.7 Mutilated, Destroyed, Lost or Stolen Securities.


 


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


 


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


 


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


 


Section
2.8 Cancellation.


 


All Securities
surrendered for the purpose of payment, redemption, exchange or registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly required or permitted by any of the provisions of this Indenture. On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company canceled Securities held by the Trustee. In the absence of such
request the Trustee may dispose of canceled Securities in accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.


 


Section
2.9 Benefits of Indenture.


 


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


 






    	 	-9-	 



     


    


 


Section
2.10 Authenticating Agent.


 


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


 


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


 


Section 2.11 Global Securities.


 


(a)  
If the Company shall establish pursuant to Section 2.1 that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.4, authenticate and deliver, a Global Security
that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities
of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Except
as otherwise provided in Section 2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee
of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.”


 


(b) 
Notwithstanding the provisions of Section 2.5, the Global Security of a series may be transferred, in whole but not in part and
in the manner provided in Section 2.5, only to another nominee of the Depositary for such series, or to a successor Depositary for such
series selected or approved by the Company or to a nominee of such successor Depositary.


 


(c) 
If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the
Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred
and is continuing and the Company has received a request from the Depositary or from the Trustee, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute, and subject to Section 2.4, the Trustee will authenticate and
deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition,
the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the
provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such event the Company will execute and, subject
to Section 2.4, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate
and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security
shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to
this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary
for delivery to the Persons in whose names such Securities are so registered.


 


 



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ARTICLE III


REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.1 Redemption.


 


The Company
may redeem the Securities of any series issued hereunder on and after the dates and in accordance with the terms established for such
series pursuant to Section 2.1 hereof.


 


Section 3.2 Notice of Redemption.


 


(a) 
In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any
series in accordance with any right the Company reserved for itself to do so pursuant to Section 2.1 hereof, the Company shall, or shall
cause the Trustee to, give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class
postage prepaid, a notice of such redemption not less than 30 days and not more than 90 days before the date fixed for redemption of that
series to such holders at their last addresses as they shall appear upon the Security Register, unless a shorter period is specified in
the Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security
of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings
for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officer’s Certificate evidencing compliance with any such restriction.


 


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


 


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


 


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


 


Section 3.3 Payment Upon Redemption.


 


(a) 
If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of
the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at
the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on such Securities or portions
of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities
on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed
at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the
date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered
holder at the close of business on the applicable record date pursuant to Section 2.3).


 


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


 


 



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Section 3.4 Sinking Fund.


 


The provisions
of Sections 3.4, 3.5 and 3.6 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.1 for Securities of such series.


 


The minimum
amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking
fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein
referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount
of any sinking fund payment may be subject to reduction as provided in Section 3.5. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of Securities of such series.


 


Section 3.5 Satisfaction of Sinking Fund Payments with
Securities.


 


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


 


Section 3.6 Redemption of Securities for Sinking Fund.


 


Not less than
45 days prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee),
the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 3.5 and the basis for such credit and will, together with such Officer’s Certificate,
deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice
of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.2. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.3.


 


ARTICLE
IV


COVENANTS


 


Section 4.1 Payment of Principal, Premium and Interest.


 


The Company
will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities of that series
at the time and place and in the manner provided herein and established with respect to such Securities. Payments of principal on the
Securities may be made at the time provided herein and established with respect to such Securities by U.S. dollar check drawn on and mailed
to the address of the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer
to, a U.S. dollar account (such wire transfer to be made only to a Securityholder of an aggregate principal amount of Securities of the
applicable series in excess of U.S. $2,000,000 and only if such Securityholder shall have furnished wire instructions to the Trustee no
later than 15 days prior to the relevant payment date). Payments of interest on the Securities may be made at the time provided herein
and established with respect to such Securities by U.S. dollar check mailed to the address of the Securityholder entitled thereto as such
address shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account (such a wire transfer to be made
only to a Securityholder of an aggregate principal amount of Securities of the applicable series in excess of U.S. $2,000,000 and only
if such Securityholder shall have furnished wire instructions in writing to the Security Registrar and the Trustee no later than 15 days
prior to the relevant payment date.


 


Section 4.2 Maintenance of Office or Agency.


 


So long as any
series of the Securities remain Outstanding, the Company agrees to maintain an office or agency with respect to each such series and at
such other location or locations as may be designated as provided in this Section 4.2, where (i) Securities of that series may be presented
for payment, (ii) Securities of that series may be presented as herein above authorized for registration of transfer and exchange, and
(iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given or served,
such designation to continue with respect to such office or agency until the Company shall, by written notice signed by any officer authorized
to sign an Officer’s Certificate and delivered to the Trustee, designate some other office or agency for such purposes or any of
them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. The Company initially appoints the Corporate
Trust Office of the Trustee as its paying agent with respect to the Securities.


  






    	 	-12-	 



     


    




 


Section 4.3 Paying Agents.


 


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


 


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


 


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


 


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


 


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


 


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


 


(c) 
Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Section 11.5, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge
of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company
or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by
the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying
agent shall be released from all further liability with respect to such money.


 


Section 4.4 Appointment to Fill Vacancy in Office of
Trustee.


 


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


 


Section 4.5 Compliance with Consolidation Provisions.


 


The Company will
not, while any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case where the Company
is not the survivor of such transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions
of Article X hereof are complied with.


 


ARTICLE V 


SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY
AND THE TRUSTEE


 


Section 5.1 Company to Furnish Trustee Names and Addresses
of Securityholders.


 


The Company
will furnish or cause to be furnished to the Trustee (a) within 15 days after each regular record date (as defined in Section 2.3) a list,
in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such
regular record date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee
may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a
date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, no such list need be furnished
for any series for which the Trustee shall be the Security Registrar.


 



    	 	-13-	 



     


    




 





Section 5.2 Preservation Of Information; Communications
With Securityholders.


 


(a) 
The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of
the holders of Securities contained in the most recent list furnished to it as provided in Section 5.1 and as to the names and addresses
of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity).


 


(b)
The Trustee may destroy any list furnished to it as provided in Section 5.1 upon receipt of a new list so furnished.


 


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


 


Section 5.3 Reports by the Company.


 


The Company
covenants and agrees to provide (which delivery may be via electronic mail) to the Trustee, after the Company files the same with the
Securities and Exchange 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 Securities and Exchange Commission may from time to time by rules and regulations prescribe) that
the Company files with the Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however,
the Company shall not be required to deliver to the Trustee any materials for which the Company has sought and received confidential treatment
by the Securities and Exchange Commission; and provided further, so long as such filings by the Company are available on the Securities
and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR), such filings shall be deemed to have
been filed with the Trustee for purposes of this Section 5.3 without any further action required by the Company.


 


Section 5.4 Reports by the Trustee.


 


(a) 
If required by Section 313(a) of the Trust Indenture Act, the Trustee, within sixty (60) days after each May 1, shall transmit
by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief
report dated as of such May 1, which complies with Section 313(a) of the Trust Indenture Act.


 


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


 


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


 


ARTICLE VI


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT
OF DEFAULT


 


Section 6.1 Events of Default.


 


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


 


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


 


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


 


(iii)  
the Company fails to observe or perform any other of its covenants or agreements with respect to that series contained in this
Indenture or otherwise established with respect to that series of Securities pursuant to Section 2.1 hereof (other than a covenant or
agreement that has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such
series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating
that such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered or
certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that series
at the time Outstanding;


 






    	 	-14-	 



     


    




 





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


 


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


 


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


 


(c) At any
time after the principal of (and premium, if any, on) and accrued and unpaid interest on the Securities of that series shall have been
so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of that series then Outstanding hereunder,
by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has
paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of that series
and the principal of (and premium, if any, on) any and all Securities of that series that shall have become due otherwise than by acceleration
(with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon
overdue installments of interest, at the rate per annum expressed in the Securities of that series to the date of such payment or deposit)
and the amount payable to the Trustee under Section 7.6, and (ii) any and all Events of Default under the Indenture with respect to such
series, other than the nonpayment of principal on (and premium, if any, on) and accrued and unpaid interest on Securities of that series
that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.6.


 


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


 


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


 


Section 6.2 Collection of Indebtedness and Suits for
Enforcement by Trustee.


 


(a) 
The Company covenants that (i) in case it shall default in the payment of any installment of interest on any of the Securities
of a series, or in any payment required by any sinking or analogous fund established with respect to that series as and when the same
shall have become due and payable, and such default shall have continued for a period of 90 days, or (ii) in case it shall default in
the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable,
whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall
have been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be,
with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable
law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under
Section 7.6.


 


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


  







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(c)  
In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take
any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the
holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution
of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive
any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable
to the Trustee under Section 7.6; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of
the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.6.


 


(d) All rights
of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.6, be for the
ratable benefit of the holders of the Securities of such series.


 


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


 


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


 


Section 6.3 Application of Moneys Collected.


 


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


 


FIRST: To the
payment of all indebtedness of the Company to which such series of Securities is subordinated to the extent required by Section 7.6 and
Article XIV;


 


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


 


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


 


Section 6.4 Limitation on Suits.


 


No holder of
any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action
or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided;
(ii) the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii) such holder
or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to
be incurred therein or thereby; (iv) the Trustee for 90 days after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding and (v) during such 90 day period, the holders of a majority in principal amount
of the Securities of that series do not give the Trustee a direction inconsistent with the request.


 



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


 


Section 6.5 Rights and Remedies Cumulative; Delay or
Omission Not Waiver.


 


(a)   
Except as otherwise provided in Section 2.7, all powers and remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee
or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect to such Securities.


 


(b) 
No delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any
Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any
such default or an acquiescence therein; and, subject to the provisions of Section 6.4, every power and remedy given by this Article or
by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee
or by the Securityholders.


 


Section 6.6 Control by Securityholders.


 


The holders
of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with Section
8.4, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to such series; provided, however, that such direction shall not be
in conflict with any rule of law or with this Indenture. Subject to the provisions of Section 7.1, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or officers of the Trustee, determine
that the proceeding so directed, subject to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal
liability or might be unduly prejudicial to the Securityholders not involved in the proceeding. The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.4,
may on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.1 with respect to such series and its consequences, except a default in the payment
of the principal of, or premium, if any, or interest on, any of the Securities of that series as and when the same shall become due by
the terms of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured
installments of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.1(c)). Upon any
such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and
the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


Section 6.7 Undertaking to Pay Costs.


 


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


 






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ARTICLE VII


CONCERNING
THE TRUSTEE


 


Section 7.1 Certain Duties and Responsibilities of Trustee.


 


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


 


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


 


(1) 
prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all
such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect
to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable
with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth
in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence
of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture;


 


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


 


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


 


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


 


Section 7.2 Certain Rights of Trustee.


 


Except as otherwise provided in Section 7.1:


 


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


 


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


 


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


 


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


 


 



    	 	-18-	 



     


    




 








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


 


(f)  
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, security, or other papers or documents, unless requested
in writing so to do by the holders of not less than a majority in principal amount of the Outstanding Securities of the particular series
affected thereby (determined as provided in Section 8.4); provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such examination
shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; and


 


(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.


 


In addition,
the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (1) any Event of Default occurring pursuant
to Sections 6.1(a)(i) and 6.1(a)(ii) or (2) any Default or Event of Default of which the Trustee shall have received written notification
in the manner set forth in this Indenture or a Responsible Officer of the Trustee shall have obtained actual knowledge. Delivery of reports,
information and documents to the Trustee under Section 5.3 is for informational purposes only and the information and the Trustee’s
receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information
contained therein including the Company’s compliance with any of their covenants thereunder (as to which the Trustee is entitled
to rely exclusively on an Officer’s Certificate).


 


Section 7.3 Trustee Not Responsible for Recitals or
Issuance or Securities.


 


(a) 
The recitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.


 


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


 


(c) 
The Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such
Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or
established pursuant to Section 2.1, or for the use or application of any moneys received by any paying agent other than the Trustee.


 


Section 7.4 May Hold Securities.


 


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


 


Section 7.5 Moneys Held in Trust.


 


Subject to
the provisions of Section 11.5, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon.


 


Section 7.6 Compensation and Reimbursement.


 


(a) 
The Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as the Company and the Trustee
may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of
its counsel and of all Persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence
or bad faith and except as the Company and Trustee may from time to time agree in writing. The Company also covenants to indemnify the
Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of
this trust, including the reasonable costs and expenses of defending itself against any claim of liability in the premises.


  






    	 	-19-	 



     


    

 


(b)  
The obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for
reasonable expenses, disbursements and advances shall constitute indebtedness of the Company to which the Securities are subordinated.
Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities.


 


Section 7.7 Reliance on Officer’s Certificate.


 


Except as otherwise
provided in Section 7.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary
or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part
of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.


 


Section 7.8 Disqualification; Conflicting Interests.


 


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


 


Section 7.9 Corporate Trustee Required; Eligibility.


 


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


 


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


 


Section 7.10 Resignation and Removal; Appointment of
Successor.


 


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


 


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


 


(1) 
the Trustee shall fail to comply with the provisions of Section 7.8 after written request therefor by the Company or by any Securityholder
who has been a bona fide holder of a Security or Securities for at least six months; or


 


(2) 
the Trustee shall cease to be eligible in accordance with the provisions of Section 7.9 and shall fail to resign after written
request therefor by the Company or by any such Securityholder; or


 


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


 


 



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


 


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


 


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


 


Section 7.11 Acceptance of Appointment By Successor.


 


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


 


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


 


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


 


(e) 
Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of the succession
of such trustee hereunder by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security
Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be transmitted at the expense of the Company.


 


 



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


 


Any corporation
into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the
Trustee, including the administration of the trust created by this Indenture, shall be the successor of the Trustee hereunder, provided
that such corporation shall be qualified under the provisions of Section 7.8 and eligible under the provisions of Section 7.9, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


 


Section 7.13 Preferential Collection of Claims Against
the Company.


 


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


 


Section 7.14 Notice of Default


 


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


 


ARTICLE VIII


CONCERNING
THE SECURITYHOLDERS


 


Section 8.1 Evidence of Action by Securityholders.


 


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


 


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


 


Section 8.2 Proof of Execution by Securityholders.


 


Subject to the
provisions of Section 7.1, proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or
his agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


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


 


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


 


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


 


 



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Section 8.3 Who May be Deemed Owners.


 


Prior to the
due presentment for registration of transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrar may
deem and treat the Person in whose name such Security shall be registered upon the books of the Company as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone
other than the Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject
to Section 2.3) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor
any Security Registrar shall be affected by any notice to the contrary.


 


Section 8.4 Certain Securities Owned by Company Disregarded.


 


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


 


Section 8.5 Actions Binding on Future Securityholders.


 


At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section 8.1, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection
with such action, any holder of a Security of that series that is shown by the evidence to be included in the Securities the holders of
which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.2,
revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange
therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made
upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee
and the holders of all the Securities of that series.


 


ARTICLE IX


SUPPLEMENTAL
INDENTURES


 


Section 9.1 Supplemental Indentures Without the Consent
of Securityholders .


 


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


 


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


 


(b)
to comply with Article X;


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


Any supplemental
indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders
of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.2.


 


Section 9.2 Supplemental Indentures With Consent of
Securityholders.


 


With the consent
(evidenced as provided in Section 8.1) of the holders of not less than a majority in aggregate principal amount of the Securities of each
series affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution,
and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section
9.1 the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the holders of each Security then Outstanding and affected thereby, (a) extend the fixed maturity of any
Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof or (b) reduce the aforesaid percentage of Securities, the holders of which are
required to consent to any such supplemental indenture.


 


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


 


Section 9.3 Effect of Supplemental Indentures.


 


Upon the execution
of any supplemental indenture pursuant to the provisions of this Article or of Section 10.1, this Indenture shall, with respect to such
series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for
any and all purposes.


 


Section 9.4 Securities Affected by Supplemental Indentures.


 


Securities of
any series affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant
to the provisions of this Article or of Section 10.1, may bear a notation in form approved by the Company, provided such form meets the
requirements of any securities exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors,
to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of that series then Outstanding.


 


Section 9.5 Execution of Supplemental Indentures.


 


Upon the request
of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing
with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into
such supplemental indenture. The Trustee, subject to the provisions of Section 7.1, may receive an Officer’s Certificate or, if
requested, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized
or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article
to join in the execution thereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided
in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section
2.1 hereof.


 


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


 







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ARTICLE
X


SUCCESSOR ENTITY


 


Section 10.1 Company May Consolidate, Etc.


 


Except as provided
pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more
indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company
with or into any other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company
or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether
or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, (a)
the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor
of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any)
and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due
and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established
with respect to such series pursuant to Section 2.1 to be kept or performed by the Company shall be expressly assumed, by supplemental
indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the
Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged,
or by the entity which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding are convertible
into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture,
make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange
of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities
of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred
immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.


 


Section 10.2 Successor Entity Substituted.


 


(a)  
In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor
entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations set
forth under Section 10.1 on all of the Securities of all series Outstanding, such successor entity shall succeed to and be substituted
for the Company with the same effect as if it had been named as the Company herein, and thereupon the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the Securities.


 


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


 


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


 


Section 10.3 Evidence of Consolidation, Etc.


 


The Trustee,
subject to the provisions of Section 7.1, may receive an Officer’s Certificate and, if requested, an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the
provisions of this Article.


 


ARTICLE XI


SATISFACTION
AND DISCHARGE


 


Section 11.1 Satisfaction and Discharge of Indenture.


 


If at any time:
(a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated and not delivered
to the Trustee for cancellation (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced
or paid as provided in Section 2.7 and Securities for whose payment money or Governmental Obligations have theretofore been deposited
in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided
in Section 11.5); or (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to
be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations or a combination thereof, sufficient
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as
the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by
the Company then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of
Sections 2.3, 2.5, 2.7, 4.1, 4.2, 4.3 and 7.10, that shall survive until the date of maturity or redemption date, as the case may be,
and Sections 7.6 and 11.5, that shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such
series.








 






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Section 11.2 Discharge of Obligations.


 


If at any time
all such Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not become due and payable
as described in Section 11.1 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an
amount of Governmental Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of
maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case may be,
are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease to be of further
effect except for the provisions of Sections 2.3, 2.5, 2.7, 4,01, 4.2, 4,03, 7.6, 7.10 and 11.5 hereof that shall survive until such Securities
shall mature and be paid.


 


Thereafter, Sections 7.6 and 11.5 shall survive.


 


Section 11.3 Deposited Moneys to be Held in Trust.


 


All moneys or
Governmental Obligations deposited with the Trustee pursuant to Sections 11.1 or 11.2 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the Company acting as its own paying agent), to the holders of
the particular series of Securities for the payment or redemption of which such moneys or Governmental Obligations have been deposited
with the Trustee.


 


Section 11.4 Payment of Moneys Held by Paying Agents.


 


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


 


Section 11.5 Repayment to Company.


 


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


 


ARTICLE XII


IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS


 


Section 12.1 No Recourse.


 


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


 



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ARTICLE
XIII


MISCELLANEOUS PROVISIONS


 


Section 13.1 Effect on Successors and Assigns.


 


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


 


Section 13.2 Actions by Successor.


 


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


 


Section 13.3 Surrender of Company Powers.


 


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


 


Section 13.4 Notices.


 


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


 


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


 


Section 13.5 Governing Law.


 


This Indenture
and each Security shall be deemed to be a contract made under the internal laws of the State of Delaware, and for all purposes shall be
construed in accordance with the laws of said State, except to the extent that the Trust Indenture Act is applicable.


 


Section 13.6 Treatment of Securities as Debt.


 


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


 


Section 13.7 Certificates and Opinions as to Conditions
Precedent.


 


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


 


(b)  
Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition
or covenant in this Indenture shall include (i) a statement that the Person making such certificate or opinion has read such covenant
or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such Person, he has made such examination
or investigation as is reasonably necessary to enable him to express an informed opinion as to whether or not such covenant or condition
has been complied with; and (iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been
complied with.


 


Section 13.8 Payments on Business Days.


 


Except as provided
pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more
indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date
of redemption of any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) may be made on
the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.


  



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Section 13.9 Conflict with Trust Indenture Act.


 


If and to the extent that any provision
of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.


 


Section 13.10 Counterparts.


 


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


 


Section 13.11 Separability.


 


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


 


Section 13.12 Compliance Certificates.


 


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


 


ARTICLE XIV


SUBORDINATION
OF SECURITIES


 


Section 14.1 Subordination Terms.


 


The payment by the Company of the
principal of, premium, if any, and interest on any series of Securities issued hereunder shall be subordinated to the extent set forth
in an indenture supplemental hereto relating to such series.


 


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


 


	 	NEXGEL, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	[TRUSTEE], as Trustee
	 	 	 
	 	By:	
	 	Name:
	 	Title:


 


 



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