Exhibit 4.2


 


DPW HOLDINGS, INC.,


 


Issuer


 


and


 


___________________________,


 


Trustee


 


__________________________


 


INDENTURE


 


Dated as of [             
], 2021


__________________________


 


Subordinated Debt Securities


 






    	 	 	 



    	 



    

 


CROSS-REFERENCE TABLE1


 


	Section of Trust Indenture Act 

of 1939, as amended	 	Section of Indenture
	 	 	 
	310(a)	 	 	7.09
	310(b)	 	 	7.08
	311(a)	 	 	7.13
	311(b)	 	 	7.13
	312(a)	 	 	5.01, 5.02(a)
	312(b)	 	 	5.02(c)
	312(c)	 	 	5.02(c)
	313(a)	 	 	5.04(a)
	313(b)	 	 	5.04(b)
	313(c)	 	 	5.04(a), 5.04(b)
	313(d)	 	 	5.04(c)
	314(a)	 	 	5.03
	314(b)	 	 	Inapplicable
	314(c)	 	 	5.03(d), 7.07, 14.07
	314(d)	 	 	Inapplicable
	314(e)	 	 	14.07(b)
	314(f)	 	 	Inapplicable
	315(a)	 	 	7.01, 7.02(a)
	315(b)	 	 	Inapplicable
	315(c)	 	 	7.01(a)
	315(d)	 	 	7.01(b)
	315(e)	 	 	6.07
	316(a)(1)	 	 	6.08
	316(a)(2)	 	 	Inapplicable
	316(b)	 	 	6.04
	316(c)	 	 	8.01
	317(a)(1)	 	 	6.02
	317(a)(2)	 	 	6.02(c)
	317(b)	 	 	4.03
	318(a)	 	 	14.09
	318(b)	 	 	Inapplicable
	318(c)	 	 	14.09


 




                                                             


1 This
Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of
its terms or provisions.



 






    	 	 	 



    	 



    

 


TABLE OF CONTENTS2


 


	 	 	Page
	 	 	 
	ARTICLE I
	DEFINITIONS
	 	 	 
	Section 1.01	Definitions of Terms	1
	 	Affiliate	1
	 	Authenticating Agent	1
	 	Bankruptcy Law	1
	 	Board of Directors	1
	 	Board Resolution	1
	 	Business Day	1
	 	Certificate	1
	 	Company	2
	 	Commission	2
	 	Corporate Trust Office	2
	 	Custodian	2
	 	Default	2
	 	Deferral Period	2
	 	Depositary	2
	 	Electronic Means	2
	 	Event of Default	2
	 	Exchange Act	2
	 	Global Security	2
	 	Governmental Obligations	2
	 	herein, hereof and hereunder	3
	 	Indebtedness	3
	 	Indenture	3
	 	Interest Payment Date	3
	 	Investment Company Act	3
	 	Officers’ Certificate	3
	 	Opinion of Counsel	3
	 	Original Issue Discount Security	3
	 	Outstanding	3
	 	Paying Agent	4
	 	Person	4
	 	Place of Payment	4
	 	Predecessor Security	4
	 	Redemption Date	4
	 	Redemption Price	4
	 	Responsible Officer	4
	 	Securities	5
	 	Securities Act	5
	 	Securityholder	5
	 	Senior Indebtedness	5
	 	Stated Maturity	5
	 	Subsidiary	5
	 	Trustee	5
	 	Trust Indenture Act	5
	 	Voting Stock	5
	 	Yield to Maturity	5


 




                                                             


2 This
Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of
its terms or provisions.


 






    	 	 	 



    	 



    

 


	 	 	Page
	 	 	 
	ARTICLE II
	DESCRIPTION, TERMS, EXECUTION,REGISTRATION AND EXCHANGE OF SECURITIES
	 	 	 
	Section 2.01	Designation and Terms of Securities	5
	Section 2.02	Form of Securities and Trustee’s Certificate	7
	Section 2.03	Denominations; Provisions for Payment	7
	Section 2.04	Execution and Authentications	8
	Section 2.05	Registration of Transfer and Exchange	9
	Section 2.06	Temporary Securities	10
	Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities	10
	Section 2.08	Cancellation	11
	Section 2.09	Benefits of Indenture	11
	Section 2.10	Authenticating Agent	11
	Section 2.11	Global Securities	12
	Section 2.12	CUSIP Numbers	12
	 	 	 
	ARTICLE III
	REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
	 	 	 
	Section 3.01	Redemption	13
	Section 3.02	Notice of Redemption	13
	Section 3.03	Payment Upon Redemption	13
	Section 3.04	Sinking Fund	14
	Section 3.05	Satisfaction of Sinking Fund Payments with Securities	14
	Section 3.06	Redemption of Securities for Sinking Fund	14
	 	 	 
	ARTICLE IV
	CERTAIN COVENANTS
	 	 	 
	Section 4.01	Payment of Principal, Premium and Interest	15
	Section 4.02	Maintenance of Office or Agency	15
	Section 4.03	Paying Agents	16
	Section 4.04	Statement by Officers as to Default	16
	Section 4.05	Existence	17
	Section 4.06	Payment of Taxes	17
	Section 4.07	Waiver of Certain Covenants	17
	Section 4.08	Appointment to Fill Vacancy in Office of Trustee	17
	Section 4.09	Compliance with Consolidation Provisions	17
	 	 	 
	ARTICLE V
	SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	 	 	 
	Section 5.01	Company to Furnish Trustee Names and Addresses of Securityholders	17
	Section 5.02	Preservation of Information; Communications with Securityholders	18
	Section 5.03	Reports by the Company	18
	Section 5.04	Reports by the Trustee	18
	 	 	 
	ARTICLE VI
	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	 	 	 
	Section 6.01	Events of Default	19
	Section 6.02	Collection of Indebtedness and Suits for Enforcement by Trustee	21
	Section 6.03	Application of Moneys Collected	22


 






    	 	 	 



    	 



    

 


	Section 6.04	Limitation on Suits	22
	Section 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver	22
	Section 6.06	Control by Securityholders	23
	Section 6.07	Undertaking to Pay Costs	23
	Section 6.08	Waiver of Past Defaults	23
	
        ARTICLE VII

	CONCERNING THE TRUSTEE
	 	 	 
	Section 7.01	Certain Duties and Responsibilities of Trustee	23
	Section 7.02	Certain Rights of Trustee	24
	Section 7.03	Trustee Not Responsible for Recitals or Issuance or Securities	26
	Section 7.04	May Hold Securities	26
	Section 7.05	Moneys Held in Trust	26
	Section 7.06	Compensation and Reimbursement	26
	Section 7.07	Reliance on Officers’ Certificate	26
	Section 7.08	Disqualification; Conflicting Interests	27
	Section 7.09	Corporate Trustee Required; Eligibility	27
	Section 7.10	Resignation and Removal; Appointment of Successor	27
	Section 7.11	Acceptance of Appointment By Successor	28
	Section 7.12	Merger, Conversion, Consolidation or Succession to Business	29
	Section 7.13	Preferential Collection of Claims Against the Company	29
	 
	ARTICLE VIII
	CONCERNING THE SECURITYHOLDERS
	 	 	 
	Section 8.01	Evidence of Action by Securityholders	29
	Section 8.02	Proof of Execution by Securityholders	30
	Section 8.03	Who May be Deemed Owners	30
	Section 8.04	Certain Securities Owned by Company Disregarded	30
	Section 8.05	Actions Binding on Future Securityholders	30
	 
	ARTICLE IX
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 9.01	Supplemental Indentures Without the Consent of Securityholders	31
	Section 9.02	Supplemental Indentures With Consent of Securityholders	32
	Section 9.03	Effect of Supplemental Indentures	32
	Section 9.04	Securities Affected by Supplemental Indentures	32
	Section 9.05	Execution of Supplemental Indentures	33
	 
	ARTICLE X
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 
	Section 10.01	When the Company May Consolidate, Merge, Etc.	33
	 	 	 
	ARTICLE XI
	SATISFACTION AND DISCHARGE
	 	 	 
	Section 11.01	Satisfaction and Discharge of Indenture	33
	Section 11.02	Discharge of Obligations	34
	Section 11.03	Deposited Moneys to be Held in Trust	34
	Section 11.04	Payment of Moneys Held by Paying Agents	34
	Section 11.05	Repayment to Company	34


 






    	 	 	 



    	 



    

 


	ARTICLE XII
	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 	 
	Section 12.01	No Recourse	35


 


	ARTICLE XIII
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	Section 13.01	Company’s Option to Effect Defeasance or Covenant Defeasance	35
	Section 13.02	Defeasance and Discharge	35
	Section 13.03	Covenant Defeasance	53
	Section 13.04	Conditions to Defeasance or Covenant Defeasance	36
	Section 13.05	Deposited Money and Government Obligations to be Held in Trust; Miscellaneous Provisions	37
	Section 13.06	Reinstatement	37
	 
	ARTICLE XIV
	MISCELLANEOUS PROVISIONS
	 	 	 
	Section 14.01	Effect on Successors and Assigns	38
	Section 14.02	Actions by Successor	38
	Section 14.03	Surrender of Company Powers	38
	Section 14.04	Notices	38
	Section 14.05	Governing Law	39
	Section 14.06	Treatment of Securities as Debt	39
	Section 14.07	Compliance Certificates and Opinions	39
	Section 14.08	Payments on Business Days	39
	Section 14.09	Conflict with Trust Indenture Act	39
	Section 14.10	Counterparts	40
	Section 14.11	Separability	40
	Section 14.12	Assignment	40
	Section 14.13	FATCA	40
	 
	ARTICLE XV
	SUBORDINATION OF SECURITIES
	 	 	 
	Section 15.01	Agreement to Subordinate	40
	Section 15.02	Default on Senior Indebtedness	41
	Section 15.03	Liquidation; Dissolution; Bankruptcy	41
	Section 15.04	Subrogation	42
	Section 15.05	Trustee to Effectuate Subordination	42
	Section 15.06	Notice by the Company	42
	Section 15.07	Rights of the Trustee; Holders of Senior Indebtedness	43
	Section 15.08	Subordination May Not Be Impaired	43


 






    	 	 	 



    	 



    

 


INDENTURE, dated as
of [            ], 2021, between DPW Holdings, Inc., a Delaware
corporation (the “Company”), and _________________________________________, as trustee (the “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
unsecured subordinated debt securities, debentures, notes, bonds, or other evidences of indebtedness (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 provided in this Indenture;


 


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 1.01        Definitions of Terms.


 


The terms defined in
this Section (except as in this Indenture 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 or that are by reference in the Trust Indenture Act defined in the Securities Act (except as herein 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.


 


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


 


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


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state bankruptcy, insolvency, reorganization or other
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, are authorized or obligated by law, executive order or regulation to close.


 


“Certificate”
means a certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer
of the Company.  The Certificate need not comply with the provisions of Section 14.07.


 






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


 


“Company”
means DPW Holdings, 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 ______________________________, or such other address as to which
the Trustee may give written notice to the Company.


 


“Custodian”
means any receiver, trustee, assignee, liquidator, sequestrator, custodian 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.


 


“Deferral Period,”
with respect to any series of Securities, means any period during which the Company elects to extend the interest payment period
on such series of Securities pursuant to Section 4.01(b); provided that a Deferral Period (or any extension thereof) may not
extend beyond the Stated Maturity or the Redemption Date of any Security of such series and must end on an Interest Payment Date
or, if the Securities are redeemed, on an Interest Payment Date or the Redemption Date for such Securities.


 


“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, New York, New York, another clearing agency, or any successor registered as a clearing
agency under the Exchange Act, or other applicable statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.01 or Section 2.11.


 


“Electronic
Means” shall mean the following communications methods:  S.W.I.F.T., e-mail, facsimile transmission, secure electronic
transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another
method or system specified by the Trustee as available for use in connection with its services hereunder.


 


“Event of Default”
means, with respect to Securities of a particular series any event specified in Section 6.01 (as may be modified as contemplated
by Section 2.01(a)(16)), continued for the period of time, if any, therein designated.


 


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


 


“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 (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any such 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.


 






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“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.


 


“Indebtedness”
of any person means the principal of and premium, if any, and interest due on indebtedness of such Person, whether outstanding
on the date of this Indenture or thereafter created, incurred or assumed, which is (a) indebtedness for money borrowed, (b) any
obligation of, or any obligation guaranteed by, such Person for the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, (c) any obligation of, or any such obligation guaranteed by, such Person evidenced
by bonds, debentures, notes or similar written instruments, including obligations assumed or incurred in connection with the acquisition
of property, assets or businesses (provided, however, that the deferred purchase price of any other business or property or assets
shall not be considered Indebtedness if the purchase price thereof is payable in full within 90 days from the date on
which such indebtedness was created), (d) any obligations of such Person as lessee under leases required to be capitalized
on the balance sheet of the lessee under generally accepted accounting principles, (e) all obligations of such Person for
the reimbursement on any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction,
(f) all obligations of such Person in respect of interest rate swap, cap or other agreements, interest rate future or options
contracts, currency swap arrangements, currency future or option contracts and other similar agreements, (g) all obligations
of the types referred to in clauses (a) through (f) above of other persons for the payment of which such Person
is responsible or liable as obligor, guarantor or otherwise, (h) all obligations of the types referred to in clauses (a) through
(g) above of other persons secured by any lien on any property or asset of such Person (whether or not such obligation is
assumed by such Person), and (i) any amendments, renewals, extensions, modifications and refundings of any of the foregoing.


 


“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and
any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively.  The term “Indenture” shall also include the terms of particular
series of Securities established as contemplated by Section 2.01.


 


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


 


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


 


“Officers’
Certificate” means a certificate signed by the Chief Executive Officer, Chief Financial Officer, President or Executive
Vice President and by the Treasurer or an Assistant Treasurer or the Controller or an Assistant Controller or the Secretary or
an Assistant Secretary of the Company that is delivered to the Trustee in accordance with the terms hereof.  Each such certificate
shall include the statements provided for in Section 14.07, if and to the extent required by the provisions thereof.


 


“Opinion of
Counsel” means an opinion in writing 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 14.07,
if and to the extent required by the provisions thereof.


 


“Original Issue
Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01(b).


 






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“Outstanding,”
when used with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular
time, all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any Paying Agent, or delivered to the Trustee or any Paying Agent for cancellation or that
have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the
Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent);
provided, however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice
of such redemption shall have been given as in Article III provided, or provision satisfactory to the Trustee shall have been
made for giving such notice; (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated
and delivered pursuant to the terms of Section 2.07; and (d) Securities as to which Defeasance (as defined in Section 13.02)
has been effected pursuant to Section 13.02, provided, however, that in determining whether the holders of the requisite principal
amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent,
waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall
be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration
of the maturity thereof to such date pursuant to Section 6.01(b), (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding
shall be the amount as specified or determined as contemplated by Section 2.01, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as contemplated by Section 2.01, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided
in such Clause), and (D) Securities beneficially owned by the Company or any other obligor upon such Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded.  Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 


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


 


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


 


“Place of Payment,”
when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest
on the Securities of that series are payable as specified as contemplated by Section 2.01.


 


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


 


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


 


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


 


“Responsible
Officer,” when used with respect to the Trustee, means any Vice-President, any trust officer, any corporate trust officer
or any other officer or assistant officer in the Corporate Trust Office 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 and direct responsibility for the administration
of this Indenture.


 






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


 


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


 


“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.


 


“Senior Indebtedness”
means all obligations of the Company in respect of Indebtedness of the Company, whether outstanding at the date of execution of
this Indenture, or thereafter incurred or created; provided, that, “Senior Indebtedness” shall not include:  (1) indebtedness
or monetary obligations to trade creditors created or assumed by the Company in the ordinary course of business in connection with
the obtaining of materials or services; (2) indebtedness that is by its terms subordinated to or ranks equal with the Securities;
or (3) any indebtedness of the Company to its Affiliates (including all debt securities and guarantees in respect of those
debt securities, issued to any trust, partnership or other entity affiliated with the Company that is a financing vehicle of the
Company (a “financing entity”) in connection with the issuance by such financing entity of preferred securities
or other securities guaranteed by the Company) unless otherwise expressly provided in the terms of any such indebtedness.


 


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


 


“Subsidiary”
means, with respect to any Person, (i) any corporation 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, limited liability company, joint venture or similar entity, at least a majority
of whose outstanding partnership, membership 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 or limited liability
company of which such Person or any of its Subsidiaries is a general partner or principal managing member.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended, subject to the provisions of Sections 9.01, 9.02, and
10.01, as in effect at the date of execution of this instrument.


 


“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.


 


“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.


 


“Yield to Maturity” means
the yield to maturity on a series of securities calculated at the time of issuance of such series or, if applicable, of the most
recent redetermination of interest on such series, and calculated in accordance with accepted financial practice.


 


ARTICLE II

DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES


 


Section 2.01        Designation and Terms of Securities.


 


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


 






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(1)    
the title of the Security of the series, including CUSIP number(s) (which shall distinguish the Securities of the series from
all other Securities);


 


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


 


(3)    
the price or prices at which the Company will sell the Securities;


 


(4)    
the Stated Maturity of the Securities;


 


(5)    
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;


 


(6)    
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 and the record date for the determination of holders to whom interest is
payable on any such Interest Payment Dates;


 


(7)    
the right, if any, to extend the interest payment periods and the duration of any such Deferral Period, including the maximum consecutive
period during which interest payment periods may be extended;


 


(8)    
if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to any
index, formula, or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner in
which such amounts shall be determined;


 


(9)    
the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;


 


(10)       
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;


 


(11)       
the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous
provisions (including payments made in cash in participation 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, repaid or purchased, in whole or in part, pursuant to such obligation;


 


(12)       
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;


 


(13)       
if other than the full principal amount thereof, the portion or, methods of determining the portion, of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;


 


(14)       
if other than the currency of the United States of America, the currency, currencies or currency units or composite currencies
in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining
the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition
of “Outstanding” in Section 1.01;


 


(15)       
provisions granting special rights to holders of the Securities upon the occurrence of specific events;


 






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(16)       
any deletions from, modifications of or additions to the Events of Default or the Company’s covenants provided for with respect
to the Securities of the series;


 


(17)       
if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02
or Section 13.03 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company
to defease such Securities shall be evidenced;


 


(18)       
whether the subordination provisions contained in Article XV or different subordination provisions will apply to the Securities.


 


(19)       
whether the Securities will be convertible into or exchangeable for shares of common stock, preferred stock or other securities
or property of the Company and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable,
including the conversion or exchange price and the conversion or exchange period;


 


(20)       
whether the Securities are issuable as a Global Security and, in such case, the identity for the Depositary for such series and
the terms and conditions upon which Global Securities may be exchanged for certificated debt securities;


 


(21)       
any special tax implications of the Securities of the series, including any provisions for Original Issue Discount Securities,
if offered;


 


(22)       
any change in the right of the Trustee or the requisite holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 6.01;


 


(23)       
any trustees, authenticating or Paying Agents, transfer agents or registrars or other agents with respect to the Securities; and


 


(24)       
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.01(10), but which may modify or delete any provision of this Indenture with respect to such series, provided
that no such term may modify or delete any provision hereof if imposed by the Trust Indenture Act, and provided, further that any
modification or deletion of the rights, duties or immunities of the Trustee hereunder shall have been consented to in writing by
the Trustee).


 


All Securities of any
one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to
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 Officers’ 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.


 


Section 2.02        Form of Securities and Trustee’s Certificate.


 


The Securities of any
series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the tenor
and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution of the Company and
as set forth in an Officers’ Certificate of the Company and 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 stock exchange on which Securities of that series may
be listed, or to conform to usage.


 






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Section 2.03        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 2.01(11).  The Securities of a particular series shall bear interest payable on the dates
and at the rate specified with respect to that series.  Unless otherwise provided pursuant to Section 2.01, 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 in the Borough of Manhattan, the City and State of New
York.  Each Security shall be dated the date of its authentication.  Interest on the Securities shall be computed on
the basis of a 360-day year composed of twelve 30-day months.


 


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


 


Except as otherwise specified
with respect to a series of Securities in accordance with the provisions of Section 2.01, any interest on any Security that
is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular
record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below:


 


(1)    
The Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered 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, or otherwise delivered in accordance with the applicable
procedures of the Depositary, 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 or delivered 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 and shall be no longer payable pursuant to the following clause (2).


 


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


 






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Unless otherwise set
forth in a Board Resolution of the Company or one or more indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term “regular record date” as used in this Section with respect
to a series of Securities with respect to any Interest Payment Date for such series shall mean either the fifteenth day of the
month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.01
hereof shall occur, if such Interest Payment Date is the first day of a month, or the last day of the month immediately preceding
the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the 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.


 


Section 2.04        Execution and Authentications.


 


The Securities shall
be signed on behalf of the Company by its Chief Executive Officer, President, or its Executive Vice President, or its Treasurer,
or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by
its Secretary or one of its Assistant Secretaries.  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 a President or Executive Vice President thereof,
or of any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or Executive Vice
President, or the Secretary or an Assistant Secretary, of the Company.  The seal of the Company may be in the form of a facsimile
of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities.  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 its Chief Executive Officer, President or Executive Vice President and its Secretary or any Assistant
Secretary, 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, and (subject to Section 7.01) 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 2.05        Registration of Transfer and Exchange.


 


(a)    
Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such
purpose in the Borough of Manhattan, the City and State of New York, 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.


 






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(b)    
The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the
City and State of New York, or such other location designated by the Company 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)     
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 2.06, the second paragraph of Section 3.03 and Section 9.04
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.  The provisions of this Section 2.05
are, with respect to any Global Security, subject to Section 2.11 hereof.


 


Section 2.06        Temporary Securities.


 


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


 


Section 2.07        Mutilated, Destroyed, Lost or Stolen Securities.


 


In case any temporary
or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company’s 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.


 






    	 	10	 



    	 



    

 


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


 


Section 2.08        Cancellation.


 


All Securities surrendered
for the purpose of payment, redemption, 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 canceled 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 2.09        Benefits of Indenture.


 


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


 


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.


 






    	 	11	 



    	 



    

 


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


 


Section 2.11        Global Securities.


 


(a)    
If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver,
a Global Security that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount
of, all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction 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 2.05, the Global Security of a series may be transferred, in whole but not in part
and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary
for such series selected or approved by the Company or to a nominee of such successor Depositary.


 


(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,
this Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject
to Section 2.05, 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 2.05, the Trustee,
upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series in exchange for such Global Security.  Upon the
exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations,
the Global Security shall be canceled by the Trustee.  Such Securities in definitive registered form issued in exchange for
the Global Security pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. 
The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.


 


Section 2.12        CUSIP Numbers.


 


The Company in issuing
the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Securityholders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee of any change
in the “CUSIP” numbers.


 






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ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.01        Redemption.


 


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


 


Section 3.02        Notice of Redemption.


 


(a)    
In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any
series in accordance with the right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such redemption
to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, or otherwise delivered in accordance
with the applicable procedures of the Depositary, a notice of such redemption not less than 30 days and not more than 90 days
before the date fixed for redemption of that series to such 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 Officers’ 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 in the Borough of Manhattan, the City and State of New York, 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 for 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 whole or 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 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 no less than 10 Business Days prior to delivery of a notice of redemption to holders of
the Securities, of instructions signed on its behalf by its Chief Executive Officer, President or Executive Vice President, 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, or otherwise delivered in accordance with the applicable
procedures of the Depositary, that may be required under the provisions of this Section.


 






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Section 3.03        Payment Upon Redemption.


 


(a)    
If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of
the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued to 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 2.03).


 


(b)    
Upon presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee
shall authenticate and the office or agency where the Security is presented shall deliver to the 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.


 


Section 3.04        Sinking Fund.


 


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


 


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


 


Section 3.05        Satisfaction of Sinking Fund Payments with Securities.


 


The Company (i) may
deliver Outstanding Securities of a series (other than any Securities previously called for redemption) 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 3.06        Redemption of Securities for Sinking Fund.


 


Not less than 45 days
prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series,
the portion thereof, if any, that is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.05
and the basis for such credit and will, together with such Officers’ 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 3.02 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 3.02. 
Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Section 3.03.


 






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ARTICLE IV

CERTAIN COVENANTS


 


Section 4.01        Payment of Principal, Premium and Interest.


 


(a)    
The Company shall pay or cause to be paid the principal of and premium, if any, and interest (including interest accruing during
any Deferral Period) on the Securities on or prior to the dates and in the manner provided in such Securities or pursuant to this
Indenture.  An installment of principal, premium, if any, or interest shall be considered paid on the applicable due date
if on such date the Trustee or the Paying Agent holds, in accordance with this Indenture, money sufficient to pay all of such installment
then due.


 


(b)    
Notwithstanding the provisions of Section 4.01(a) or any other provision herein to the contrary, the Company shall have
the right, as provided in an Officer’s Certificate or Supplemental Indenture issued pursuant to Section 2.01, in its
sole and absolute discretion at any time and from time to time while the Securities of any series are outstanding, so long as no
Event of Default with respect to such series of Securities has occurred and is continuing, to defer payments of interest by extending
the interest payment period for such series of Securities for the maximum consecutive period, if any, specified for such series
of Securities, provided that such Deferral Period (or any extension thereof) may not extend beyond the Stated Maturity date or
Redemption Date of any Security of such series, and must end on an Interest Payment Date or, if the Securities are redeemed, on
an Interest Payment Date or the Redemption Date for such Securities, and provided further that at the end of each Deferral Period
the Company shall pay all interest then accrued and unpaid (together with interest thereon to the extent permitted by applicable
law at the rate accruing on such Securities).  Prior to the termination of a Deferral Period, the Company may shorten or may
further extend the interest payment period for such series of Securities, provided that such Deferral Period together with all
such previous and further extensions may not exceed the maximum consecutive period specified for such series of Securities, end
on a date other than an Interest Payment Date or extend beyond the Stated Maturity date or Redemption Date of any Security of such
series.  The Company shall give the Trustee written notice of the Company’s election to begin a Deferral Period for
any series of Securities and any shortening or extension thereof at least five Business Days prior to the date the interest on
such Securities is payable.  The Company shall give or cause the Trustee to give notice (a form of which shall be provided
by the Company to the Trustee) of the Company’s election to begin a Deferral Period to the Holders by first class mail, postage
prepaid, or otherwise delivered in accordance with the applicable procedures of the Depositary.


 


Section 4.02        Maintenance of Office or Agency.


 


So long as any series
of the Securities remain Outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City
and State of New York, with respect to each such series and at such other location or locations as may be designated as provided
in this Section 4.02, where (i) Securities of that series may be presented for payment, (ii) Securities of that
series may be presented as hereinabove 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 its Chief Executive Officer,
President or Executive Vice President 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 may also
from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment
for Securities of any series for such purposes.  The Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or agency.


 






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Section 4.03        Paying Agents.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)    
Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, any
money or Government Obligations deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment
of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal,
premium or interest has become due and payable shall be paid to the Company at its option at the request of the Company, or (if
then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in
the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


 


Section 4.04        Statement by Officers as to Default.


 


The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof
of which they may have knowledge.


 






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Section 4.05        Existence.


 


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


 


Section 4.06        Payment of Taxes.


 


The Company will pay
or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary,
which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or governmental charge whose
amount, applicability or validity is being contested in good faith by appropriate proceedings.


 


Section 4.07        Waiver of Certain Covenants.


 


Except as otherwise specified
as contemplated by Section 2.01 for Securities of such series, the Company may, with respect to the Securities of any series,
omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to
Sections 2.01(a)(16) , 9.01(4) or 9.01(7) for the benefit of the holders of such series or in Section 4.06,
if before the time for such compliance the holders of at least a majority in aggregate principal amount of the Outstanding Securities
of such series shall, by act of such holders, either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


Section 4.08        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 4.09        Compliance with Consolidation Provisions.


 


The Company will not,
while any of the Securities remain Outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other company unless the provisions of Article X hereof are complied with.


 


ARTICLE V

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


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


 


The Company will furnish
or cause to be furnished to the Trustee (a) on a monthly basis on each regular record date 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.


 






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Section 5.02        Preservation of Information; Communications with Securityholders.


 


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


 


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


 


(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.


 


Section 5.03        Reports by the Company.


 


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


 


(b)    
The Company covenants and agrees to file with the Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by
the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and
regulations.


 


(c)     
The Company covenants and agrees to transmit to the Securityholders, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (b) of this Section as may be required by the Trust
Indenture Act and the rules and regulations prescribed from time to time by the Commission.


 


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


 


Section 5.04        Reports by the Trustee.


 


(a)    
On or before July 15 in each year in which any of the Securities are Outstanding, the Trustee 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 the preceding May 15, if and to the extent required under Section 313(a) of the Trust Indenture Act.


 


(b)    
The Trustee shall comply with Sections 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 stock exchange upon which any Securities are listed (if so listed) and also with the Commission.  The Company agrees
to notify the Trustee when any Securities become listed on any stock exchange or delisted therefrom.


 






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ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


Section 6.01        Events of Default.


 


(a)    
Whenever used herein with respect to Securities of a particular series, “Event of Default” means any one or more of
the following events that has occurred and is continuing, unless such event is specifically deleted or modified in accordance with
Section 2.01:


 


(1)    
the Company defaults in the payment of any installment of interest upon any of the Securities of that series, as and when the same
shall become due and payable, and continuance of such default for a period of 30 days; provided, however, that during
any Deferral Period for the Securities of that series, failure to pay interest on the Securities of that series shall not constitute
a default in the payment of interest for this purpose; and, provided, further, that a valid extension of an interest payment period
by the Company in accordance with the terms of any indenture supplemental hereto, shall not constitute a default in the payment
of interest for this purpose;


 


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


 


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


 


(4)    
an event of default, as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness for money borrowed of the Company (other than a default under this Indenture with respect
to Securities of any series or a default with respect to any non-recourse Indebtedness), whether such Indebtedness now exists or
shall hereafter be created, shall happen and shall result in a principal amount in excess of $25 million of Indebtedness for
money borrowed becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable,
and such acceleration shall not have been rescinded or annulled, or such Indebtedness shall not have been discharged, within a
period of 15 days after there has been given, by registered or certified United States mail, to the Company by the Trustee
or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Outstanding Securities
of that series a written notice specifying such event of default and requiring the Company to cause such acceleration to be rescinded
or annulled or to cause such Indebtedness to be discharged and stating that such notice is a “Notice of Default” hereunder;


 


(5)    
the entry by a court of competent jurisdiction of:


 


(i)        
a decree or order for relief in respect of the Company in an involuntary proceeding under any applicable Bankruptcy Law and such
decree or order shall remain unstayed and in effect for a period of 60 consecutive days;


 






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(ii)     
a decree or order adjudging the Company to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment
or composition of the Company and such decree or order shall remain unstayed and in effect for a period of 60 consecutive
days; or


 


(iii)         
a final and non-appealable order appointing a Custodian of the Company or of any substantial part of the property of the Company,
or ordering the winding up or liquidation of the affairs of the Company;


 


(6)    
the Company pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents
to the entry of an order for relief against it in an involuntary case or proceeding; (iii) files a petition or answer or consent
seeking reorganization or relief or consents to such filing or to the appointment of or taking possession by a Custodian of it
or for all or substantially all of its property, and such Custodian is not discharged within 60 days; (iv) makes
a general assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts generally as
they become due; or


 


(7)    
any other Event of Default provided for pursuant to Section 2.01 with respect to Securities of that series.


 


(b)    
Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, if
an Event of Default (other than an Event of Default specified in Sections 6.01(a)(5) or 6.01(a)(6)) with respect to Securities
of any series at the time Outstanding occurs and is continuing, 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 all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of
such 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 Sections 6.01(a)(5) or 6.01(a)(6) with respect to Securities
of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified
by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any holder,
become immediately due and payable.


 


(c)     
At any time after the principal of 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 or Yield to Maturity (in the case of Original Issue Discount Securities) expressed
in the Securities of that series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case
may be) to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and (ii) any
and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on Securities
of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount
as may be specified in the terms of such series) that shall not have become due by their terms, shall have been remedied or waived
as provided in Section 6.08.


 


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 the Company, and the Trustee shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue
as though no such proceedings had been taken.


  






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


 


(a)    
The Company covenants that (1) in case it shall default in the payment of any installment of interest on any of the Securities
of a series, or 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 Business Days, or (2) 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 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 expressed
in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses
of collection, and the amount payable to the Trustee under Section 7.06.


 


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


 


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


 


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


 


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.


 






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Section 6.03        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 the payment, if only partially paid,
and upon surrender thereof if fully paid:


  


FIRST: 
To the payment of costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06;


 


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, its successors or assigns or to whomever may be lawfully entitled to receive
the same or as a court of competent jurisdiction may direct.


 


Section 6.04        Limitation on Suits.


 


No holder of any Security
of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless (i) such 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; and (iv) the Trustee for 60 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 60 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.


 


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


 


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


 


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


 






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(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 on acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given
by this Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.


 


Section 6.06        Control by Securityholders.


 


The holders of a majority
in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.04,
shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to such series; provided, however, that such direction shall
not be in conflict with any rule of law or with this Indenture or be unduly prejudicial to the rights of holders of Securities
of any other series at the time Outstanding determined in accordance with Section 8.04.  Subject to the provisions of
Sections 7.01 and 7.02(d), 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 would involve the Trustee
in personal liability.


 


Section 6.07        Undertaking to Pay Costs.


 


All parties to this Indenture
agree, and each holder of any Securities by such holder’s acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees, 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.


 


Section 6.08        Waiver of Past Defaults.


 


The holders of not less
than a majority in principal amount of the Outstanding Securities of any series, determined in accordance with Section 8.04,
may on behalf of the holders of all the Securities of such series waive any past default hereunder with respect to such series
and its consequences, except a default


 


(1)    
in the payment of the principal of or any premium or interest on any Security of such series, or


 


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


 


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


 


ARTICLE VII

CONCERNING THE TRUSTEE


 


Section 7.01        Certain Duties and Responsibilities of Trustee.


 


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


 






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


 


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


 


(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 substantially conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of any mathematical calculations or other facts stated therein);


 


(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 7.02        Certain Rights of Trustee.


 


Except as otherwise provided in Section 7.01:


 


(a)    
The Trustee may rely conclusively 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 the Chief Executive Officer, President or Executive Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer thereof (unless other evidence in respect thereof
is specifically prescribed herein);


 






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(c)     
The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection from liability 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 security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that
may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence
of an Event of Default with respect to a series of the Securities (that has not been cured or waived) to exercise with respect
to Securities of that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs;


 


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


 


(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 8.04); provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require 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;


 


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


 


(h)    
The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;


 


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


 


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


 


(k)    
In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities; provided that the Trustee shall use reasonable efforts which are consistent with accepted practices
in the banking industry to resume performance as soon as practicable under the circumstances; and


 






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(l)        
The Trustee shall have no liability for special, punitive, or consequential damages (including lost profits), regardless of whether
such damages were foreseeable or unforeseeable.


 


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


 


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


 


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


 


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


 


Section 7.04        May Hold Securities.


 


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


 


Section 7.05        Moneys Held in Trust.


 


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


 


Section 7.06        Compensation and Reimbursement.


 


(a)    
The Company 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 shall be determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. 
The Company also covenants to fully indemnify the Trustee (and its officers, agents, directors and employees) and any predecessor
Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage or expense incurred without negligence
or willful misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim of liability in the premises.  This indemnity
shall survive the termination of this Indenture, payment in full of the Securities and resignation or removal of the Trustee.


 


(b)    
The obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee
for expenses, disbursements and advances shall constitute additional indebtedness hereunder.  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 7.07        Reliance on Officers’ Certificate.


 


Except as otherwise provided
in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it 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 Officers’ 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.


 






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Section 7.08        Disqualification; Conflicting Interests.


 


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


 


Section 7.09        Corporate Trustee Required; Eligibility.


 


There shall at all times
be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation
or other Person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least 50 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 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 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 7.08 after written request therefor by the Company or by any
Securityholder who has been a bona fide holder of a Security or Securities for at least six months; or


 


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


 


(3)    
the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;


 






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then, in any such case, (i) 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 (ii) unless the Trustee’s duty to resign is stayed as provided herein, 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.
If an instrument of acceptance by a successor trustee shall not have been delivered to the Trustee within 30 days after the giving
of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor trustee with respect to the Securities of such series.   Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


(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.  If an instrument of acceptance by a successor trustee shall not have been
delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at
the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee with respect to the
Securities of such series.


 


(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 (1) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates, (2) shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring
Trustee shall with respect to the Securities of that or those series to which the appointment of such successor trustee relates
have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which
the appointment of such successor trustee relates.


 






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


 


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


 


(e)     
Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall 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.


 


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


 


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


 


Section 7.13        Preferential Collection of Claims Against the Company.


 


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


 


ARTICLE VIII

CONCERNING THE SECURITYHOLDERS


 


Section 8.01        Evidence of Action by Securityholders.


 


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


 






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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 Officers’ 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 8.02        Proof of Execution by Securityholders.


 


Subject to the provisions
of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or
his 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.


 


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


 


Section 8.03        Who May be Deemed Owners.


 


Prior to the due presentment
for registration of transfer of any Security, the Company, the Trustee, any Paying Agent and any Security Registrar may deem and
treat the Person in whose name such Security shall be registered upon the books of the 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 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any Paying
Agent nor any Security Registrar shall be affected by any notice to the contrary.


 


Section 8.04        Certain Securities Owned by Company Disregarded.


 


In determining whether
the holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent
of 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 a Responsible Officer of 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 8.05        Actions Binding on Future Securityholders.


 


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


 






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ARTICLE IX

SUPPLEMENTAL INDENTURES


 


Section 9.01        Supplemental Indentures Without the Consent of Securityholders.


 


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


 


(1)    
to cure any ambiguity, defect, or inconsistency herein, in the Securities of any series;


 


(2)    
to comply with Article X;


 


(3)    
to provide for uncertificated Securities in addition to or in place of certificated Securities;


 


(4)    
to add to the covenants of the Company for the benefit of the holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein conferred upon the Company;


 


(5)    
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;


 


(6)    
to make any change that does not adversely affect the rights of any Securityholder in any material respect;


 


(7)    
to provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in Section 2.01,
to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities,
or to add to the rights of the holders of any series of Securities;


 


(8)    
to add any additional Events of Default for the benefit of the holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series);


 


(9)    
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in uncertificated form;


 


(10)       
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior
to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of
the holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security
Outstanding;


 


(11)       
to secure the Securities; or


 






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(12)       
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.11.


 


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


 


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


 


Section 9.02        Supplemental Indentures With Consent of Securityholders.


 


With the consent (evidenced
as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of
each series affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by Board
Resolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner
not covered by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected thereby,
(i) 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; (ii) reduce
the amount of principal of an Original Issue Discount Security or any other Security payable upon acceleration of the maturity
thereof pursuant to Section 6.01(b); (iii) change the currency in which any Security or any premium or interest is payable;
(iv) impair the right to institute suit for any payment on or with respect to any Security; (v) reduce the percentage
in principal amount of outstanding Securities of any series, the consent of whose holders is required for modification or amendment
of this Indenture or for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (vi) reduce
the requirements contained in this Indenture for quorum or voting; or (vii) modify any of the above provisions.


 


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 9.03        Effect of Supplemental Indentures.


 


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


 


Section 9.04        Securities Affected by Supplemental Indentures.


 


Securities of any series,
affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to
the provisions of this Article or of Article X, may bear a notation in form approved by the Company, provided such form
meets the requirements of any 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 of the Company, 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.


 






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Section 9.05        Execution of Supplemental Indentures.


 


Upon the request of the
Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing
with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may, in its discretion, but shall
not be obligated to, enter into such supplemental indenture.  The Trustee, subject to the provisions of Section 7.01,
shall be provided with 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 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 2.01
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.


 


ARTICLE X

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 10.01            
When the Company May Consolidate, Merge, Etc.


 


The Company may not (a) merge
with or into or consolidate with, or (b) sell, assign, transfer, lease or convey all or substantially all of its properties
and assets to, any Person other than, with respect to this clause (b), a direct or indirect wholly-owned subsidiary of the
Company, and no Person shall (x) merge with or into or consolidate with the Company, or (y) except for any direct or
indirect wholly-owned subsidiary of the Company, sell, assign, transfer, lease or convey all or substantially all of its properties
and assets to the Company, unless:


 


(a)    
the Company is the surviving corporation or the Person formed by or surviving such merger or consolidation or to which such sale,
assignment, transfer, lease or conveyance shall have been made (the “Successor”), if other than the Company,
shall expressly assume by an indenture supplemental hereto, executed and delivered to the Trustee,  in form satisfactory to
the Trustee, all the obligations of the Company under the Securities and this Indenture;


 


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


 


(c)     
the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such supplemental
indenture comply with this Indenture.


 


The Successor will be
the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the
Securities with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, assignment,
transfer, lease or conveyance of all or substantially all of the properties and assets of the Company, the predecessor Company
will not be released from its obligations to pay the principal of, premium, if any, and interest on the Securities.


 


ARTICLE XI

SATISFACTION AND DISCHARGE


 


Section 11.01          
Satisfaction and Discharge of Indenture.


 






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If at any time: 
(a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated
(other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided
in Section 2.07) and Securities for whose payment money or Governmental Obligations have theretofore been deposited in trust
or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided
in Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit
or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations sufficient 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 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and
7.10, that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05, that
shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.


 


Section 11.02            Discharge of Obligations.


 


If at any time all such
Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not become due and payable
as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds
money in U.S. dollars sufficient or an amount of non-callable Governmental Obligations, the principal of and interest on which
when due, will be sufficient or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent
accountants expressed in a written certification thereof delivered to the Trustee, 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 2.03,
2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities shall mature and be paid. 
Thereafter, Sections 7.06 and 11.05 shall survive.


 


Section 11.03            Deposited Moneys to be Held in Trust.


 


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


 


Section 11.04            Payment of Moneys Held by Paying Agents.


 


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


 


Section 11.05            Repayment to Company.


 


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 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, shall be repaid to the Company on May 31 of each year 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 an unsecured general creditor, look only to the Company for the payment thereof.


 






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ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 12.01            No Recourse.


 


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


 


ARTICLE XIII

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.01            Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The Company may elect,
at its option at any time, to have Section 13.02 or Section 13.03 applied to any Securities or any series of Securities,
as the case may be, designated pursuant to Section 2.01 as being defeasible pursuant to such Sections 13.02 or 13.03,
in accordance with any applicable requirements provided pursuant to Section 2.01 and upon compliance with the conditions set
forth below in this Article.  Any such election shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 2.01 for such Securities.


 


Section 13.02            Defeasance and Discharge.


 


Upon the Company’s
exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may
be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”). 
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject
to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of holders of such
Securities to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section,
payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Company’s
obligations with respect to such Securities under Sections 2.05, 2.06, 2.07, 4.01, 4.02 and 4.03, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article.  Subject to compliance with this Article,
the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise
of its option (if any) to have Section 13.03 applied to such Securities.


 


Section 13.03            Covenant Defeasance.


 


Upon the Company’s
exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may
be, (1) the Company shall be released from its obligations under Article X, Section 4.06, and any covenants provided
pursuant to Sections 2.01(a)(16), 9.01(4) or 9.01(7) for the benefit of the holders of such Securities and (2) the
occurrence of any event specified in Sections 6.01(a)(3) (with respect to any of Article X, Section 4.06, and
any such covenants provided pursuant to Sections 2.01(a)(16), 9.01(4) or 9.01(7)), 6.01(a)(6) and 6.01(a)(7) shall
be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on
and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). 
For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 6.01(a)(3)), whether directly or indirectly by reason of any reference elsewhere herein
to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document,
but the remainder of this Indenture and such Securities shall be unaffected thereby.


 






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Section 13.04            Conditions to Defeasance or Covenant Defeasance.


 


The following shall be
the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as
the case may be:


 


(1)    
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it)
as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the holders of such Securities, (A) money in an amount, or (B) Government Obligations which through
the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than
one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and
discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and such Securities.


 


(2)    
In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be,
the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change
in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result
of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax
on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were
not to occur.


 


(3)    
In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be,
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not
recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect
to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to occur.


 


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


 






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(5)    
No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or
any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified
in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until after such 90th day).


 


(6)    
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture
or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding,
to which the Company is a party or by which it is bound.


 


(7)    
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration
thereunder.


 


(8)    
The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


Section 13.05            Deposited Money and Government Obligations to be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions
of Section 4.03(d), all money and Government Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are
referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of any Securities shall
be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest,
but money so held in trust need not be segregated from other funds except to the extent required by law.


 


The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the holders of Outstanding Securities.


 


Anything in this Article to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon request of the Company any
money or Government Obligations held by it as provided in Section 13.04 with respect to any Securities which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.


 


Section 13.06            Reinstatement.


 


If the Trustee or the
Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Sections 13.02
or 13.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities,
until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.05 with
respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the holders of such Securities to receive such payment from the money so held in trust.


 






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ARTICLE XIV

MISCELLANEOUS PROVISIONS


 


Section 14.01            Effect on Successors and Assigns.


 


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


 


Section 14.02            Actions by Successor.


 


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


 


Section 14.03            Surrender of Company Powers.


 


The Company by instrument
in writing executed by authority of 2/3 (two-thirds) 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 14.04            Notices.


 


Except as otherwise expressly
provided herein any notice or demand that by any provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Securities to or on the Company may be given or served by being deposited first class postage
prepaid in a post-office letterbox addressed (until another address is filed in writing by the Company with the Trustee), as follows:
DPW Holdings, Inc., 201 Shipyard Way, Suite E, Newport Beach 92663, Attention: Chief Executive Officer, or by facsimile to
fax number (949) 444-5464, with copies of any notice of an Event of Default to the attention of the General Counsel at the same
address.  Any notice, election, request or demand by the Company or any Securityholder 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.


 


The Trustee shall have
the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given
pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee
an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)
and containing direct dial telephone numbers and specimen signatures of such Authorized Officers, which incumbency certificate
shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the
Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s
understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine
the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport
to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such
Authorized Officer.  The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions
to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality
of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company.  The Trustee
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.
The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse
by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting
Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected
by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions
provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to
notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.


 






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Section 14.05            Governing Law.


 


THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE
AND THE SECURITIES AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION
OF THE AFORESAID COURTS.  THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE SECURITIES TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN
ANY OTHER JURISDICTION.


 


Section 14.06            Treatment of Securities as Debt.


 


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


 


Section 14.07            Compliance Certificates and Opinions.


 


(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 Officers’ Certificate stating that all conditions precedent provided for in
this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent 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 (1) a statement that the Person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person,
he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with.


 


Section 14.08            Payments on Business Days.


 


Except as provided pursuant
to Section 2.01 pursuant to a Board Resolution, and as set forth in an Officers’ 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 14.09            Conflict with Trust Indenture Act.


 


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


 


Section 14.10            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 14.11            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 14.12            Assignment.


 


The Company will have
the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect wholly owned subsidiary
of the Company, provided that, in the event of any such assignment, the Company, will remain liable for all such obligations. 
Subject to the foregoing, the Indenture is binding upon and inures to the benefit of the parties thereto and their respective successors
and assigns.  This Indenture may not otherwise be assigned by the parties thereto.


 


Section 14.13            FATCA.


 


In order to comply with
applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent
authorities) in effect from time to time (“Applicable Law”) that a foreign financial institution, or issuer,
trustee, paying agent, holder or other institution is or has agreed to be subject to related to the Indenture, the Company agrees
to provide to the Trustee sufficient information about holders or other applicable parties and/or transactions (including any modification
to the terms of such transactions) that is reasonably requested by the Trustee so the Trustee can determine whether it has tax
related obligations under Applicable Law; provided that such information is directly available to and within the possession of
the Company and can be provided without material expense.


 


ARTICLE XV

SUBORDINATION OF SECURITIES


 


Section 15.01            Agreement to Subordinate.


 


The Company covenants
and agrees, and each holder of Securities issued hereunder and under any supplemental indenture or by any resolutions by the Board
of Directors (“Additional Provisions”) by such holder’s acceptance thereof likewise covenants and agrees,
that all Securities shall be issued subject to the provisions of this Article XV; and each holder of a Security, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.


 


The payment by the Company
of the principal of, premium, if any, and interest on all Securities issued hereunder and under any Additional Provisions shall,
to the extent and in the manner hereinafter set forth, be subordinate in right of payment to the prior payment in full of all Senior
Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter incurred.


 


No provision of this
Article XV shall prevent the occurrence of any default or Event of Default hereunder.


 






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Section 15.02            Default on Senior Indebtedness.


 


In the event and during
the continuation of any default by the Company in the payment of principal, premium, interest or any other payment due on any Senior
Indebtedness of the Company, as the case may be, or in the event that the maturity of any Senior Indebtedness of the Company, as
the case may be, has been accelerated because of a default, then, in either case, no payment shall be made by the Company with
respect to the principal (including redemption and sinking fund payments) of, or premium, if any, or interest on the Securities.


 


In the event that, notwithstanding
the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.02, before all Senior Indebtedness is paid in full, such payment shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests
may appear.


 


Section 15.03            Liquidation; Dissolution; Bankruptcy.


 


Upon any payment by the
Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership, general assignment, marshaling of any assets or liabilities for the benefit of creditors or other proceedings,
all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money
in accordance with its terms, before any payment is made by the Company on account of the principal, and premium, if any, or interest
on the Securities; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders or
the Trustee would be entitled to receive from the Company, except for the provisions of this Article XV, shall be paid by
the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution,
or by the holders or by the Trustee under the Indenture if received by them or it, directly to the holders of Senior Indebtedness
of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to
the extent necessary to pay such Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders
or to the Trustee.


 


In the event that, notwithstanding
the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for
the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have
been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior
Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full
in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the
holders of such Senior Indebtedness.


 


For purposes of this
Article XV, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company
as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or
readjustment, the payment of which is subordinated at least to the extent provided in this Article XV with respect to the
Securities to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided
that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment,
and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such
reorganization or readjustment.  The consolidation of the Company with, or the merger of the Company into, another corporation
or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially
as an entirety, to another corporation upon the terms and conditions provided for in Article X of this Indenture shall not
be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.03 if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article X of
this Indenture.  Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or payments, the Trustee
under or pursuant to Section 7.06 of this Indenture.


 






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Section 15.04            Subrogation.


 


Subject to the payment
in full of all Senior Indebtedness of the Company, the rights of the holders of the Securities shall be subrogated to the rights
of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company,
as the case may be, applicable to such Senior Indebtedness until the principal of, and premium, if any and interest on the Securities
shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness
of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions
of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders
of such Senior Indebtedness by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than
holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or
on account of such Senior Indebtedness.  It is understood that the provisions of this Article XV are and are intended
solely for the purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of such
Senior Indebtedness on the other hand.


 


Nothing contained in
this Article XV or elsewhere in this Indenture, any Additional Provisions or in the Securities is intended to or shall impair,
as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the holders of the Securities,
the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of, and
premium, if any and interest on the Securities as and when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the holders of the Securities and creditors of the Company, as the case
may be, other than the holders of Senior Indebtedness of the Company, as the case may be, nor shall anything herein or therein
prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect
of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy.


 


Upon any payment or distribution
of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VII of this
Indenture, and the holders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction
in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee
or to the holders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article XV.


 


Section 15.05            Trustee to Effectuate Subordination.


 


Each holder of Securities
by such holder’s acceptance thereof authorizes and directs the Trustee on such holder’s behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in this Article XV and appoints the Trustee such
holder’s attorney-in-fact for any and all such purposes.


 


Section 15.06            Notice by the Company.


 


The Company shall give
prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article XV. 
Notwithstanding the provisions of this Article XV or any other provision of this Indenture or any Additional Provisions, the
Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Securities pursuant to the provisions of this Article XV, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness
or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI
of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee
shall not have received the notice provided for in this Section 15.06 at least two Business Days prior to the date upon which
by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of,
or premium, if any or interest on any debt security), then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and
shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.


 






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The Trustee, subject
to the provisions of Article VII of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior Indebtedness of the Company, as the case may be (or a trustee
on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee on
behalf of any such holder or holders.  In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant
to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such
Person to receive such payment.


 


Section 15.07            Rights of the Trustee; Holders of Senior Indebtedness.


 


The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time
held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture or any Additional Provisions
shall deprive the Trustee of any of its rights as such holder.


 


With respect to the holders
of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the holders of such
Senior Indebtedness shall be read into this Indenture or any Additional Provisions against the Trustee.  The Trustee shall
not be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article VII
of this Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to
holders, the Company or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled by virtue
of this Article XV or otherwise.


 


Nothing in this Article XV
shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06.


 


Section 15.08            Subordination May Not Be Impaired.


 


No right of any present
or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the Company, as the case may be, or by any act or failure
to act, in good faith, by any such holder of Securities, or by any noncompliance by the Company, as the case may be, with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged
with.


 


Without in any way limiting
the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee or the holders of Securities, without incurring responsibility to the holders
of Securities and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder
of the holders of the Securities to the holders of such Senior Indebtedness, do any one or more of the following:  (i) change
the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise
amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such
Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company, as the case may be, and any other
Person.


 






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[Signatures begin on the following page]


 


IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.


 


	 	DPW HOLDINGS, INC.,
	 	as Issuer
	 	 
	 	 
	 	By:
	 	Name: Milton C. Ault, III
	 	Title: Chief Executive Officer
	 	 
	 	 
	Attest:	 
	 	 
	 	 
	Name:	 
	Title:	 
	 	 
	 	as Trustee
	 	 
	 	 
	 	By:
	 	Name:
	 	Title:
	 	 
	 	 
	Attest:	 
	 	 
	 	 
	Name:	 
	Title:	 


 


[Signature page to Subordinated
Indenture]