Exhibit 4.5


 


BIOVIE INC.


Company


 


AND


 


[TRUSTEE]


Trustee


 





INDENTURE


Dated as of [·], 20[·]


 





 


Subordinated Debt Securities


 


 





 


 


 


 


 


 


 


 


 


 


 


    	 



    	 



    

TABLE OF CONTENTS


 




	ARTICLE 1 DEFINITIONS	1
	Section 1.01   Definitions of Terms.	1
	 	 
	ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	5
	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 Authentication.	9
	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.	12
	Section 2.11   Global Securities.	12
	 	 
	ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	13
	Section 3.01   Redemption.	13
	Section 3.02   Notice of Redemption.	13
	Section 3.03   Payment Upon Redemption.	14
	Section 3.04   Sinking Fund.	14
	Section 3.05   Satisfaction of Sinking Fund Payments with Securities.	15
	Section 3.06   Redemption of Securities for Sinking Fund.	15
	 	 
	ARTICLE 4 COVENANTS	15
	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   Appointment to Fill Vacancy in Office of Trustee.	17
	Section 4.05   Compliance with Consolidation Provisions.	17
	 	 
	ARTICLE 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	17
	Section 5.01   Company to Furnish Trustee Names and Addresses of Securityholders.	17
	Section 5.02   Preservation Of Information; Communications With Securityholders.	17
	Section 5.03   Reports by the Company.	18
	Section 5.04   Reports by the Trustee.	18
	 	 
	ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	18



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	Section 6.01   Events of Default.	18
	Section 6.02   Collection of Indebtedness and Suits for Enforcement by Trustee.	20
	Section 6.03   Application of Moneys or Property Collected.	21
	Section 6.04   Limitation on Suits.	21
	Section 6.05   Rights and Remedies Cumulative; Delay or Omission Not Waiver.	22
	Section 6.06   Control by Securityholders.	22
	Section 6.07   Undertaking to Pay Costs.	23
	 	 
	ARTICLE 7 CONCERNING THE TRUSTEE	23
	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.	25
	Section 7.04   May Hold Securities.	25
	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.	26
	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
	Section 7.14   Notice of Default	29
	 	 
	ARTICLE 8 CONCERNING THE SECURITYHOLDERS	30
	Section 8.01   Evidence of Action by Securityholders.	30
	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.	31
	Section 8.05   Actions Binding on Future Securityholders.	31
	 	 
	ARTICLE 9 SUPPLEMENTAL INDENTURES	31
	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.	33
	Section 9.04   Securities Affected by Supplemental Indentures.	33
	Section 9.05   Execution of Supplemental Indentures.	33
	 	 
	ARTICLE 10 SUCCESSOR ENTITY	34
	Section 10.01   Company May Consolidate, Etc.	34
	Section 10.02   Successor Entity Substituted.	34



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	Section 10.03   Evidence of Consolidation, Etc. to Trustee.	35
	 	 
	ARTICLE 11 SATISFACTION AND DISCHARGE	35
	Section 11.01   Satisfaction and Discharge of Indenture.	35
	Section 11.02   Discharge of Obligations.	35
	Section 11.03   Deposited Moneys to be Held in Trust.	36
	Section 11.04   Payment of Moneys Held by Paying Agents.	36
	Section 11.05   Repayment to Company.	36
	 	 
	ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	36
	Section 12.01   No Recourse.	36
	 	 
	ARTICLE 13 MISCELLANEOUS PROVISIONS	37
	Section 13.01   Effect on Successors and Assigns.	37
	Section 13.02   Actions by Successor.	37
	Section 13.03   Surrender of Company Powers.	37
	Section 13.04   Notices.	37
	Section 13.05   Governing Law.	37
	Section 13.06   Treatment of Securities as Debt.	37
	Section 13.07   Certificates and Opinions as to Conditions Precedent.	38
	Section 13.08   Payments on Business Days.	38
	Section 13.09   Conflict with Trust Indenture Act.	38
	Section 13.10   Indenture and Securities Solely Corporate Obligations.	38
	Section 13.11   Counterparts.	39
	Section 13.12   Separability.	39
	Section 13.13   Compliance Certificates.	39
	 	 
	ARTICLE 14 SUBORDINATION OF SECURITIES	39
	Section 14.01   Subordination Terms.	39


 


		(1)	This Table of Contents does not constitute part of the Indenture and shall not have any bearing on the interpretation of any
of its terms or provisions.





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INDENTURE


INDENTURE, dated as of [·], 20[·], among
BIOVIE INC., a Nevada corporation (the “Company”), and [TRUSTEE], 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 subordinated debt securities (hereinafter
referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one
or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate
of the Trustee;


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


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


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


ARTICLE 1



DEFINITIONS


Section 1.01        
Definitions of Terms.


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


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


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


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


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


“Business Day” means, with respect
to any series of Securities, any day other than a day on which federal or state banking institutions in the Borough of Manhattan,
the City of New York, or in the city of the




     


     


    

Corporate Trust Office of the Trustee, are authorized or
obligated by law, executive order or regulation to close.


“Certificate” means a certificate
signed by any Officer. The Certificate need not comply with the provisions of Section 13.07.


“Company” means BioVie Inc., a
corporation duly organized and existing under the laws of the State of Nevada, and, subject to the provisions of Article Ten, 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 .


“Currency Agreement” means any
foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.


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


“Default” means any event, act
or condition that with notice or lapse of time, or both, would constitute an Event of Default.


“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
Securities Exchange Act of 1934, as amended (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 2.11.


“Event of Default” means, with
respect to Securities of a particular series, any event specified in Section 6.01, continued for the period of time, if any, therein
designated.


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


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


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




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


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


“Interest Rate Agreement” means
any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure
to interest rates.


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


“Officers’ Certificate” means
a certificate signed by any two Officers. Each such certificate shall include the statements provided for in Section 13.07, if
and to the extent required by the provisions thereof.


“Opinion of Counsel” means an opinion
in writing subject to customary exceptions of legal counsel, who may be an employee of or counsel for the Company, that is delivered
to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 13.07,
if and to the extent required by the provisions thereof.


“Outstanding”, when used with reference
to Securities of any series, means, subject to the provisions of Section 8.04, 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 Three provided, or provision satisfactory to the Trustee shall have been made for giving such notice;
and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant
to the terms of Section 2.07.


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


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


“Responsible Officer” when used
with respect to the Trustee means the chairman of its board of directors, the chief executive officer, the president, any vice
president, the secretary, the treasurer, any trust officer, any corporate trust officer or any other officer or assistant officer
of the Trustee customarily performing functions similar to those performed by the Persons who at the time shall be such officers,
respectively, or




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to whom any corporate trust matter is referred because of
his or her knowledge of and familiarity with the particular subject.


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


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


“Security Register” and “Security
Registrar” shall have the meanings as set forth in Section 2.05.


“Senior Indebtedness” of a Person
means the principal of, premium, if any, interest on, and any other payment due pursuant to any of the following, whether outstanding
at the date hereof or hereafter incurred or created:


(a) all of the principal of (and premium, if any) and interest
due on indebtedness of that Person for money borrowed;






(b) all of the indebtedness of that Person evidenced by notes, debentures,
bonds or other securities sold by that Person for money;


 


(c) all of the lease obligations which are capitalized on the books
of that Person in accordance with generally accepted accounting principles;


 


(d) all obligations of such Person for the reimbursement of any
obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect
to letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon,
such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement
following payment on the letter of credit);


 


(e) the amount of all obligations of such Person with respect to
Interest Rate Agreements or Currency Agreements;


 


(f) all obligations of the type referred to in clauses (a) through
(e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible
or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any guarantee;


 


(g) all obligations of the type referred to in clauses (a)
through (f) above of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is
assumed by such Person);


 


(h) all renewals, extensions or refundings of indebtedness of the
kinds described in any of the preceding clauses (a), (b), (d), (e), (f) and (g) and all renewals or extensions of leases of
the kinds described in the preceding clause (c) above;


unless, in the case of any particular indebtedness,
lease, renewal, extension or refunding, the instrument or lease creating or evidencing it or the assumption or guarantee relating
to it expressly provides that such indebtedness, lease, renewal, extension or refunding is not superior in right of payment to
the Securities,




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and provided however that Senior Indebtedness shall
not include indebtedness in respect of Securities or indebtedness of any Subsidiary.


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


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


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


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


ARTICLE 2



ISSUE, 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 or pursuant to one or more indentures supplemental hereto. Prior to the
initial issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution, and set forth in
an Officers’ Certificate, or established in one or more indentures supplemental hereto:


(1)            
the title of the Securities of the series (which shall distinguish the Securities of that 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 date or dates on which the principal of the Securities of the series is payable, any original issue discount that may
apply to the Securities of that series upon their issuance, the principal amount due at maturity, and the place(s) of payment;


(4)            
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;




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(5)            
 the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable
or the manner of determination of such Interest Payment Dates, the place(s) of payment, and the record date for the determination
of holders to whom interest is payable on any such Interest Payment Dates or the manner of determination of such record dates;


(6)            
the right, if any, to extend the interest payment periods and the duration of such extension, including the maximum consecutive
periods during which interest payments may be extended;


(7)            
the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the Company;


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


(9)            
the form of the Securities of the series including the form of the Certificate of Authentication for such series;


(10)         
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;


(11)         
any and all other terms (including terms, to the extent applicable, relating to any auction or remarketing of the Securities
of that series and any security for the obligations of the Company with respect to such Securities) with respect to such series
(which terms shall not be inconsistent with the terms of this Indenture, as amended by any supplemental indenture) including any
terms which may be required by or advisable under United States laws or regulations or advisable in connection with the marketing
of Securities of that series;


(12)         
whether the Securities are issuable as a Global Security and, in such case, the terms and the identity of the Depositary
for such series;


(13)         
whether the Securities will be convertible into or exchangeable for shares of common stock or other securities of the Company
or any other Person and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, including
the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at
the Company’s option or the holders’ option) conversion or exchange features, and the applicable conversion or exchange
period;


(14)         
if other than the 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;


(15)         
any additional or different Events of Default or restrictive covenants (which may include, among other restrictions, restrictions
on the Company’s ability or the ability of the Company’s Subsidiaries to: incur additional indebtedness; issue additional
securities; create liens; pay dividends or make distributions in respect of their capital stock; redeem capital stock; place restrictions
on such Subsidiaries placing restrictions on their ability to pay dividends, make distributions or transfer assets; make investments
or other restricted payments; sell or otherwise dispose of assets; enter into sale-




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leaseback transactions; engage in transactions with stockholders
and affiliates; issue or sell stock of their Subsidiaries; or effect a consolidation or merger) or financial covenants (which may
include, among other financial covenants, financial covenants that require the Company and its Subsidiaries to maintain specified
interest coverage, fixed charge, cash flow-based or asset-based ratios) provided for with respect to the Securities of the series;


(16)         
if other than dollars, the coin or currency in which the Securities of the series are denominated (including, but not limited
to, foreign currency);


(17)         
the terms and conditions, if any, upon which the Company shall pay amounts in addition to the stated interest, premium,
if any and principal amounts of the Securities of the series to any Securityholder that is not a “United States person”
for federal tax purposes;


(18)         
any restrictions on transfer, sale or assignment of the Securities of the series; and


(19)         
the subordination terms of the Securities of the series.


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, and set forth in an Officers’ Certificate, and they may have such
letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange
on which Securities of that series may be listed, or to conform to usage.


Section 2.03        
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(a)(10).
The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series.
Subject to Section 2.01(a)(16), 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




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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.


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, to each Securityholder at his or her address as it appears in the Security Register
(as hereinafter defined), not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted
Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
in whose names such Securities (or their respective Predecessor Securities) are registered on such special record date.


(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.


Unless otherwise set forth in a Board Resolution or one or
more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term
“regular record date” as used in this Section with respect to a series of Securities and any Interest Payment Date
for such series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month,
or the first day of the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall
occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day.




     8


     


    

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 Authentication.


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


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


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


In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, 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.


(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”).




     9


     


    

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


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


(c)             
Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate,
or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration
of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to
Section 2.06, Section 3.03(b) 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, other than the unredeemed portion of any such Securities
being redeemed in part. 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




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substituted Security shall furnish to the Company and the
Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any such substituted
Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


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


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


Section 2.08        
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 cancelled by it, and no Securities shall be issued in lieu thereof except
as expressly required or permitted by any of the provisions of this Indenture. 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 (and,
with respect to the provisions of Article Fourteen, the holders of any indebtedness of the Company to which the Securities of any
series are subordinated) any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and provisions being for the sole benefit of the parties
hereto and of the holders of the Securities (and, with respect to the provisions of Article Fourteen, the holders of any indebtedness
of the Company to which the Securities of any series are subordinated).





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Section 2.10        
Authenticating Agent.


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


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


Section 2.11        
Global Securities.


(a)             
If the Company shall establish pursuant to Section 2.01 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, or
if an Event of Default has occurred and is continuing and the Company has received a request from the Depositary, this Section
2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.04,
the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized
denominations, and in an




     12


     


    

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 2.04, 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.


ARTICLE 3



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 any right the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company
shall, or shall cause the Trustee to, give notice of such redemption to holders of the Securities of such series to be redeemed
by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 90 days before the
date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register,
unless a shorter period is specified in the Securities to be redeemed. Any notice that is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case,
failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or
any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series
or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an 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 part shall specify the particular Securities to be so redeemed.




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


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


Section 3.03        
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.




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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
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 (unless a shorter period shall be satisfactory to the Trustee), 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.


ARTICLE 4



COVENANTS


Section 4.01        
Payment of Principal, Premium and Interest.


The Company will duly and punctually pay or cause to be paid
the principal of (and premium, if any) and interest on the Securities of that series at the time and place and in the manner provided
herein and established with respect to such Securities.


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 herein above authorized for registration
of transfer and exchange, and (iii) notices and demands to or




     15


     


    

upon the Company in respect of the Securities of that series
and this Indenture may be given or served, such designation to continue with respect to such office or agency until the Company
shall, by written notice signed by any officer authorized to sign an Officers’ Certificate and delivered to the Trustee,
designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, notices and demands. The Company initially appoints the Corporate Trust Office of the Trustee located
in the Borough of Manhattan, the City of New York as its paying agent with respect to the Securities.


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 the




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Company or any paying agent to the Trustee, the Company or
such paying agent shall be released from all further liability with respect to such money.


Section 4.04        
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 4.05        
Compliance with Consolidation Provisions.


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


ARTICLE 5



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) within 15 days after each regular record date (as defined in Section 2.03) 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 .


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, and, in connection with any such communications, the Trustee
shall satisfy its obligations under Section 312(b) of the Trust Indenture Act in accordance with the provisions of Section 312(b)
of the Trust Indenture Act.






     17


     


    
Section 5.03        
Reports by the Company.


The Company covenants and agrees to provide a copy to the
Trustee, after the Company files the same with the Securities and Exchange Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission
may from time to time by rules and regulations prescribe) that the Company files with the Securities and Exchange Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee
any materials for which the Company has sought and received confidential treatment by the Securities and Exchange Commission. The
Company shall also comply with the requirements of Section 314 of the Trust Indenture Act, but only to the extent then applicable
to the Company.


Section 5.04        
Reports by the Trustee.


(a)             
On or before July 1 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 1, if and to the extent required under Section 313(a) of the Trust Indenture Act.


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


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


ARTICLE 6



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:


(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 such default continues for a period of 30 days; provided, however, that a valid extension
of an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto shall not constitute
a default in the payment of interest for this purpose;


(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, by declaration or otherwise, or in any payment
required by any sinking or analogous fund established with respect to that series; provided, however, that a valid extension of
the maturity of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute a default
in the payment of principal or premium, if any;


(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




     18


     


    

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


(5)            
a court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief against the Company in
an involuntary case, (ii) appoints a Custodian of the Company for all or substantially all of its property or (iii) orders the
liquidation of the Company, and the order or decree remains unstayed and in effect for 90 days.


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


(c)             
At any time after the principal of (and premium, if any, on) and accrued and unpaid interest on the Securities of that series
shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder, by written notice to the Company and the Trustee, may rescind and annul such declaration and
its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of that series and the principal of (and premium, if any, on) any and all Securities of that series
that shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent
that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in
the Securities of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06,
and (ii) any and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal
on (and premium, if any, on) and accrued and unpaid interest on Securities of that series that shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.06.


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


(d)            
In case the Trustee shall have proceeded to enforce any right with respect to Securities of that series under this Indenture
and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason
or shall have been determined adversely to the Trustee, then and in every such case, subject to any determination in such proceedings,
the Company and




     19


     


    

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


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


(a)             
The Company covenants that (i) in case it shall default in the payment of any installment of interest on any of the Securities
of a series, or in any payment required by any sinking or analogous fund established with respect to that series as and when the
same shall have become due and payable, and such default shall have continued for a period of 90 Business Days, or (ii) in case
it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall
have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration or otherwise
then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities of that
series, the whole amount that then shall have been become due and payable on all such Securities for principal (and premium, if
any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum
expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, and the amount payable to the Trustee under Section 7.06.


(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 or equity 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.




     20


     


    

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


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


Section 6.03        
Application of Moneys or Property Collected.


Any moneys or property 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 or property on account of principal (or premium, if any) or
interest, upon presentation of the Securities of that series, and notation thereon of the payment, if only partially paid, and
upon surrender thereof if fully paid:


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


SECOND: To the payment of all indebtedness of the Company
to which such series of Securities is subordinated to the extent required by Section 7.06 and Article Fourteen;


THIRD: 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


FOURTH: To the payment of the remainder, if any, to the Company
or any other Person lawfully entitled thereto, as requested by the Company.


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; (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.




     21


     


    

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


Section 6.05        
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.


(b)            
No delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon
any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 6.04, 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. Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow
any such direction if the Trustee in good faith shall, by a Responsible Officer or officers of the Trustee, determine that the
proceeding so directed, subject to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal
liability or might be unduly prejudicial to the Securityholders not involved in the proceeding. The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section
8.04, may on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of
the covenants contained herein or established pursuant to Section 2.01 with respect to such series and its consequences, except
a default in the payment of the principal of, or premium, if any, or interest on, any of the Securities of that series as and when
the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and
a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the Trustee
(in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the




     22


     


    

Company, the Trustee and the holders of the Securities of
such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.


Section 6.07        
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.


ARTICLE 7



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 man would exercise or use under the circumstances in the conduct of his own affairs.


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


(i)              
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




     23


     


    

and conforming to the requirements of this Indenture; but
in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirement of this
Indenture;


(ii)            
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;


(iii)          
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


(iv)           
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 any authorized officer of the Company (unless other evidence in respect thereof
is specifically prescribed herein);


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


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




     24


     


    

(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; and


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


In addition, the Trustee shall not be deemed to have knowledge
of any Default or Event of Default except (1) any Event of Default occurring pursuant to Sections 6.01(a)(1), 6.01(a)(2) and 4.01
hereof or (2) any Default or Event of Default of which the Trustee shall have received written notification in the manner set forth
in this Indenture or a Responsible Officer of the Trustee shall have obtained actual knowledge. Delivery of reports, information
and documents to the Trustee under Section 5.03 is for informational purposes only and the information and the Trustee’s
receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information
contained therein including the Company’s compliance with any of their covenants thereunder (as to which the Trustee is entitled
to rely conclusively on an Officers’ Certificate).


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.






     25


     


    
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 may arise from its negligence or bad faith and except as the Company and Trustee may from time to time agree in writing.
The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee and arising out of
or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending
itself against any claim of liability in the premises.


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


Section 7.07        
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 reasonably necessary or desirable that a matter
be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee,
be deemed to be conclusively proved and established by an 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.


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.






     26


     


    
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 Securities and Exchange Commission, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination
by federal, state, territorial, or District of Columbia authority.


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


Section 7.10        
Resignation and Removal; Appointment of Successor.


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


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


(i)              
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


(ii)            
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


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


then, in any such case, the Company may remove the Trustee
with respect to all Securities and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board
of Directors, one




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copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities
for at least six months may, on behalf of that holder and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any,
as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


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


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


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


Section 7.11        
Acceptance of Appointment By Successor.


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


(b)            
In case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which (i)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor trustee relates, (ii) shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add
to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any
act or failure to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee
shall with respect to the Securities of that or those series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the performance




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of the duties and obligations vested in the Trustee under
this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment
of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the property and money
held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such
successor trustee relates.


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


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


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


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


Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, 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.


Section 7.14        
Notice of Default


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


 




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ARTICLE 8



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.


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.


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




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


Section 8.05        
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.


ARTICLE 9



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:


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


(b)            
to comply with Article Ten;




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(c)             
 to provide for uncertificated Securities in addition to or in place of certificated Securities and to make all appropriate
changes for such purpose;


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


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


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


(g)            
to provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided
in Section 2.01, 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;


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


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


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


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


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 a Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01
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, (a) extend the fixed maturity
of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any premium payable upon the redemption thereof, (b) make any Security payable in money other than that




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stated in the Security, (c) impair the right of any Holder to receive
payment of principal of, premium, if any, and interest, if any, on, such Holder’s Securities on or after the due dates therefor
or to institute suit for the enforcement of any payment, or (d) adversely change the right to convert or exchange, including decreasing
the conversion rate or increasing the conversion price of, any Security, or (e) reduce the aforesaid percentage of Securities,
the holders of which are required to consent to any such supplemental indenture.


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


Section 9.03        
Effect of Supplemental Indentures.


Upon the execution of any supplemental indenture pursuant
to the provisions of this Article or of Section 10.01, 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
Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any securities
exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors, to any modification
of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and
delivered in exchange for the Securities of that series then Outstanding.


Section 9.05        
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, will be entitled to receive and will be fully protected in relying
upon an Officers’ Certificate and an Opinion of Counsel stating 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 Officers’ Certificate or Opinion
of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series
of Securities pursuant to Section 2.01 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




     33


     


    

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 10



SUCCESSOR ENTITY


Section 10.01     
Company May Consolidate, Etc.


The Company shall not consolidate with or merge into any
other Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities
and the performance or observance of every covenant of this Indenture on the part of the Company to be performed, by supplemental
indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company)
formed by such consolidation or into which the Company shall have been merged or by the Person which shall have acquired the Company’s
assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation
of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture
is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.


The restrictions in this Section 10.01 shall not apply
to the merger of the Company with or into a single direct or indirect wholly owned Subsidiary.


Section 10.02     
Successor Entity Substituted.


(a)             
In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the
successor entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the
obligations set forth under Section 10.01 on all of the Securities of all series Outstanding, such successor entity shall succeed
to and be substituted for the Company with the same effect as if it had been named as the Company herein, and thereupon the predecessor
corporation shall be relieved of all obligations and covenants under this Indenture and the Securities.


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


(c)             
Nothing contained in this Article shall require any action by the Company in the case of a consolidation or merger of any
Person into the Company where the Company is the survivor of such




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transaction, or the acquisition by the Company, by purchase
or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Company).


Section 10.03     
Evidence of Consolidation, Etc. to Trustee.


The Trustee, subject to the provisions of Section 7.01, may
receive an Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article.


ARTICLE 11



SATISFACTION AND DISCHARGE


Section 11.01     
Satisfaction and Discharge of Indenture.


If at any time: (a) the Company shall have delivered to the
Trustee for cancellation all Securities of a series theretofore authenticated and not delivered to the Trustee for cancellation
(other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided
in Section 2.07 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 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 moneys or an amount of Governmental
Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity
or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case
may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease
to be of further effect except for the provisions of Sections 2.03, 2.05,




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


ARTICLE 12



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




     36


     


    

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 13



MISCELLANEOUS PROVISIONS


Section 13.01     
Effect on Successors and Assigns.


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


Section 13.02     
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
successor of the Company.


Section 13.03     
Surrender of Company Powers.


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


Section 13.04     
Notices.



 




Except as otherwise expressly provided herein, any notice, request
or demand that by any provision of this Indenture is required or permitted to be given, made or served by the Trustee or by the
holders of Securities or by any other Person pursuant to this Indenture to or on the Company may be given or served by being deposited
in first class mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Trustee), as
follows: 2120 Colorado Ave., Suite 230, Santa Monica, CA 90404, with a copy to Loeb & Loeb, LLP, 345 Park Avenue, New York,
New York 10154, Attn: Mitchell S. Nussbaum, Esq. Any notice, election, request or demand by the Company or any Securityholder or
by any other Person pursuant to this Indenture to or upon the Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.


Section 13.05     
Governing Law.


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


Section 13.06     
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.





     37


     


    
Section 13.07     
Certificates and Opinions as to Conditions Precedent.


(a)             
Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture,
the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this
Indenture (other than the certificate to be delivered pursuant to Section 13.13) 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 (i) a statement that the Person making such certificate or opinion has
read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which
the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such Person,
he has made such examination or investigation as is reasonably necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with.


Section 13.08     
Payments on Business Days.


Except as provided pursuant to Section 2.01 pursuant to a
Board Resolution, and 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.


Section 13.09     
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 13.10     
Indenture and Securities Solely Corporate Obligations.


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






     38


     


    
Section 13.11     
Counterparts.


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


Section 13.12     
Separability.


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


Section 13.13     
Compliance Certificates.


The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year during which any Securities of any series were outstanding, a compliance certificate stating
whether or not the signer knows of any Default or Event of Default that occurred during such fiscal year. Such certificate shall
contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the
Company that a review has been conducted of the activities of the Company and the Company’s performance under this Indenture
and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 13.13, such
compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If
the officer of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall
describe any such Default or Event of Default and its status.


ARTICLE 14



SUBORDINATION OF SECURITIES


Section 14.01     
Agreement of Subordination.


The Company covenants and agrees, and each
holder of Securities issued hereunder by his acceptance thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article 14; and each Securityholder, whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions.


The payment of the principal of, premium, if any, and interest
on all Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject 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.


The provisions of this Article 14 define the subordination
of the Securities, as obligations of the Company, with respect to Senior Indebtedness of the Company.


No provision of this Article 14 shall prevent the occurrence
of any default or Event of Default hereunder.


Section 14.02 Payments to Securityholders.



In the event and during the continuation of any default in
the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company continuing beyond
the period of




     39


     


    

grace, if any, specified in the instrument or lease evidencing
such Senior Indebtedness of the Company, then, unless and until such default shall have been cured or waived or shall have ceased
to exist, no payment shall be made by the Company with respect to the principal of, or premium, if any, or interest on the Securities,
except payments made pursuant to Article 11 hereof from monies deposited with the Trustee pursuant thereto prior to the happening
of such default.


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 or
other proceedings, all amounts due or to become 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 on account of the principal (and
premium, if any) or interest on the Securities (except payments made pursuant to Article 11 hereof from monies deposited with the
Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); 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 of the Securities or the Trustee would
be entitled, except for the provisions of this Article 14, shall (except as aforesaid) 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 of the
Securities or by the Trustee under this 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 of the Company 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 any Senior Indebtedness of the Company may have been issued, as their respective interests
may appear, to the extent necessary to pay all Senior Indebtedness of the Company in full, in money or money’s worth, after
giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Company, before any
payment or distribution is made to the holders of the Securities 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 or the holders of the Securities 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 Senior Indebtedness of the Company or their representative
or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness
of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to
the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of
the Company in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or
for the holders of such Senior Indebtedness.


For purposes of this Article 14, 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 14 with respect to the Securities to the payment of all Senior Indebtedness of
the Company which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Company is assumed by the
new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the
Senior Indebtedness of the Company (other than leases) and of leases which are assumed are not, without the consent of such holders,
altered by such reorganization or readjustment. The consolidation of the Company with, or the




     40


     


    

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 10 hereof shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 14.02 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article 10 hereof. Nothing in this Section 14.02 shall
apply to claims of, or payments to, the Trustee under or pursuant to Article 7.


 


Section 14.03 Subrogation of Securities.


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 Senior Indebtedness
of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness
of the Company 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 the Senior Indebtedness of the Company 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 14 to or for the benefit of the holders of Senior Indebtedness of the Company 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 the Senior Indebtedness of the Company. It is understood that the
provisions of this Article 13 are and are intended solely for the purpose of defining the relative rights of the holders of the
Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand.


Nothing contained in this Article 14 or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of
its Senior Indebtedness, 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 other than the holders of its Senior Indebtedness, 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 14 of the holders of Senior Indebtedness of the
Company in respect of cash, property or securities of the Company received upon the exercise of any such remedy.


Upon any payment or distribution of assets of the Company
referred to in this Article 14, the Trustee, subject to the provisions of Article 7, and the holders of the Securities shall be
entitled to 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, liquidating trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or to the holders of the Securities, for the purpose
of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 14.


 


Section 14.04 Authorization by
Securityholders. Each holder of a Security by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided
in this Article 14 appoints the Trustee his attorney-in-fact for any and all such purposes.


 




     41


     


    

Section 14.05 Notice to Trustee. The Company
shall give promptly written notice to a Responsible Officer of the Trustee of any fact known to the Company which 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
14. Notwithstanding the provisions of this Article 14 or any other provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which 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 14, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior
Indebtedness of the Company or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject
to the provisions of Article 7, shall be entitled in all respects to assume that no such facts exist; provided that if on
a date not fewer than three Business Days prior to the date upon which by the terms hereof any such monies may become payable for
any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Security) the
Trustee shall not have received, with respect to such monies, the notice provided for in this Section 14.05, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to
apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be
received by it on or after such prior date. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent
any payment by the Company or the Trustee to the Securityholders of monies in connection with a redemption of Securities if (i) notice
of such redemption has been given in accordance herewith prior to the receipt by the Trustee of written notice as aforesaid, and
(ii) such notice of redemption is given not earlier than 60 days before the redemption date.


The Trustee conclusively shall be entitled to 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 (or a
trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness of the Company
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 Senior Indebtedness of the Company to participate in any payment
or distribution pursuant to this Article 14, the Trustee may request such Person to furnish evidence to the reasonable satisfaction
of the Trustee as to the amount of Senior Indebtedness of the Company 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 14,
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 14.06 Trustee’s Relation to Senior
Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 14
in respect of any Senior Indebtedness of the Company at any time held by it, to the same extent as any other holder of Senior Indebtedness
of the Company and nothing elsewhere in this Indenture 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 14, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of the Company and the Trustee shall not be liable to any holder of Senior Indebtedness of the Company if it shall
pay over or deliver to holders of Securities, the Company or any other Person money or assets to which any holder of Senior Indebtedness
of the Company shall be entitled by virtue of this Article 14 or otherwise.


 


Section 14.07No Impairment of Subordination.
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




     42


     


    

way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance
by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder
may have or otherwise be charged with.


 


Section 13.08Rights of Trustee. Nothing in this Article
14 shall apply to claims of or payments to, the Trustee pursuant to Article 7.


 




     43


     


    

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


 


	 	BIOVIE Inc.
	
         

         
	
         

         
	
         

         

	
         

         
	
        By:

         
	
         

         

	
         

         
	
        Name:

         
	
         

         

	
         

         
	
        Title:

         
	
         

         

	
         

         
	
         

         

	
         

         
	
         

         

	
         

         
	
        [TRUSTEE], as Trustee

         

	
         

         
	
         

         
	
         

         

	
         

         
	
        By:

         
	
         

         

	
         

         
	
        Name:

         
	
         

         

	
         

         
	
        Title:

         
	
         

         



 




     44


     


    

CROSS-REFERENCE TABLE (1)


 


	
        Section of Trust Indenture Act Of 1939, as Amended

         
	
         

         
	
        Section of Indenture

         

	
        310(a)

         
	
         

         
	
        7.09

         

	
        310(b)

         
	
         

         
	
        7.08

         

	
         

         
	
         

         
	
        7.10

         

	
        310(c)

         
	
         

         
	
        Inapplicable

         

	
        311(a)

         
	
         

         
	
        7.13

         

	
        311(b)

         
	
         

         
	
        7.13

         

	
        311(c)

         
	
         

         
	
        Inapplicable

         

	
        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

         

	
         

         
	
         

         
	
        13.12

         

	
        314(b)

         
	
         

         
	
        Inapplicable

         

	
        314(c)

         
	
         

         
	
        13.07(a)

         

	
        314(d)

         
	
         

         
	
        Inapplicable

         

	
        314(e)

         
	
         

         
	
        13.07(b)

         




 


     45


     


    



	
        Section of Trust Indenture Act Of 1939, as Amended

         
	
         

         
	
        Section of Indenture

         

	
        314(f)

         
	
         

         
	
        Inapplicable

         

	
        315(a)

         
	
         

         
	
        7.01(a)

         

	
         

         
	
         

         
	
        7.01(b)

         

	
        315(b)

         
	
         

         
	
        7.14

         

	
        315(c)

         
	
         

         
	
        7.01

         

	
        315(d)

         
	
         

         
	
        7.01(b)

         

	
        315(e)

         
	
         

         
	
        6.07

         

	
        316(a)

         
	
         

         
	
        6.06

         

	
         

         
	
         

         
	
        8.04

         

	
        316(b)

         
	
         

         
	
        6.04

         

	
        316(c)

         
	
         

         
	
        8.01

         

	
        317(a)

         
	
         

         
	
        6.02

         

	
        317(b)

         
	
         

         
	
        4.03

         

	
        318(a)

         
	
         

         
	
        13.09

         



 





		(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.





     46