Exhibit 4.5


 


 



CLEARPOINT NEURO,
INC.


and


                    ,
as Trustee


INDENTURE


Dated as of                     ,


 


 



 






     


     

    





TABLE OF CONTENTS


 




	Article I. DEFINITIONS AND INCORPORATION BY REFERENCE	2
	1.1.   DEFINITIONS.	2
	1.2.   OTHER DEFINITIONS.	5
	1.3.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.	6
	1.4.   RULES OF CONSTRUCTION.	6
	Article II. THE SECURITIES	7
	2.1.   ISSUABLE IN SERIES.	7
	2.2.   ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.	7
	2.3.   EXECUTION AND AUTHENTICATION.	9
	2.4.   REGISTRAR AND PAYING AGENT.	10
	2.5.   PAYING AGENT TO HOLD ASSETS IN TRUST.	11
	2.6.   SECURITYHOLDER LISTS.	11
	2.7.   TRANSFER AND EXCHANGE.	11
	2.8.   REPLACEMENT SECURITIES.	12
	2.9.   OUTSTANDING SECURITIES.	12
	2.10.   WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION.	12
	2.11.   TEMPORARY SECURITIES.	13
	2.12.   CANCELLATION.	13
	2.13.   PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.	13
	2.14.   CUSIP NUMBER.	14
	2.15.   PROVISIONS FOR GLOBAL SECURITIES.	14
	2.16.   PERSONS DEEMED OWNERS.	15
	Article III. REDEMPTION	15
	3.1.   NOTICES TO TRUSTEE.	15
	3.2.   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.	15
	3.3.   NOTICE OF REDEMPTION.	16
	3.4.   EFFECT OF NOTICE OF REDEMPTION.	17



     


     

    




	3.5.   DEPOSIT
    OF REDEMPTION PRICE.	17
	3.6.   SECURITIES REDEEMED IN PART.	17
	Article IV. COVENANTS	17
	4.1.   PAYMENT OF SECURITIES.	17
	4.2.   SEC REPORTS.	18
	4.3.   WAIVER OF STAY, EXTENSION OR USURY LAWS.	18
	4.4.   COMPLIANCE CERTIFICATE.	18
	4.5.   CORPORATE EXISTENCE.	18
	Article V. SUCCESSOR CORPORATION	19
	5.1.   LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.	19
	5.2.   SUCCESSOR PERSON SUBSTITUTED.	19
	Article VI. DEFAULTS AND REMEDIES	19
	6.1.   EVENTS OF DEFAULT.	19
	6.2.   ACCELERATION.	20
	6.3.   REMEDIES.	21
	6.4.   WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.	21
	6.5.   CONTROL BY MAJORITY.	21
	6.6.   LIMITATION ON SUITS.	22
	6.7.   RIGHTS OF HOLDERS TO RECEIVE PAYMENT.	22
	6.8.   COLLECTION SUIT BY TRUSTEE.	22
	6.9.   TRUSTEE MAY FILE PROOFS OF CLAIM.	22
	6.10.   PRIORITIES.	23
	6.11.   UNDERTAKING FOR COSTS.	23
	Article VII. TRUSTEE	24
	7.1.   DUTIES OF TRUSTEE.	24
	7.2.   RIGHTS OF TRUSTEE.	24
	7.3.   INDIVIDUAL RIGHTS OF TRUSTEE.	25
	7.4.   TRUSTEE’S DISCLAIMER.	25
	7.5.   NOTICE OF DEFAULT.	26
	7.6.   REPORTS BY TRUSTEE TO HOLDERS.	26
	7.7.   COMPENSATION AND INDEMNITY.	26



     


     

    




	7.8.   REPLACEMENT OF TRUSTEE.	27
	7.9.   SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.	28
	7.10.   ELIGIBILITY; DISQUALIFICATION.	28
	7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.	28
	7.12.   PAYING AGENTS.	28
	Article VIII. AMENDMENTS, SUPPLEMENTS AND WAIVERS	28
	8.1.   WITHOUT CONSENT OF HOLDERS.	28
	8.2.   WITH CONSENT OF HOLDERS.	29
	8.3.   COMPLIANCE WITH TRUST INDENTURE ACT.	30
	8.4.   REVOCATION AND EFFECT OF CONSENTS.	30
	8.5.   NOTATION ON OR EXCHANGE OF SECURITIES.	31
	8.6.   TRUSTEE TO SIGN AMENDMENTS, ETC.	31
	Article IX. DISCHARGE OF INDENTURE; DEFEASANCE	31
	9.1.   DISCHARGE OF INDENTURE.	31
	9.2.   LEGAL DEFEASANCE.	32
	9.3.   COVENANT DEFEASANCE.	32
	9.4.   CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.	32
	9.5.   DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.	33
	9.6.   REINSTATEMENT.	34
	9.7.   MONEYS HELD BY PAYING AGENT.	34
	9.8.   MONEYS HELD BY TRUSTEE.	34
	Article X. MISCELLANEOUS	35
	10.1.   TRUST INDENTURE ACT CONTROLS.	35
	10.2.   NOTICES.	35
	10.3.   COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.	36
	10.4.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.	36
	10.5.   STATEMENT REQUIRED IN CERTIFICATE AND OPINION.	36



     


     

    




	10.6.   RULES BY TRUSTEE AND AGENTS.	37
	10.7.   BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.	37
	10.8.   GOVERNING LAW.	37
	10.9.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.	37
	10.10.   NO RECOURSE AGAINST OTHERS.	37
	10.11.   SUCCESSORS.	37
	10.12.   MULTIPLE COUNTERPARTS.	38
	10.13.   TABLE OF CONTENTS, HEADINGS, ETC.	38
	10.14.   SEVERABILITY.	38
	10.15.   SECURITIES IN A FOREIGN CURRENCY OR IN EUROS.	38
	10.16.   JUDGMENT CURRENCY.	38


 


 




     


     

    


CROSS-REFERENCE TABLE


 


	 	 	 
	
        TIA SECTION
	 	INDENTURE SECTION
	310(a)(1)(2)(5)	 	7.10
	310(a)(3)(4)	 	Inapplicable
	310(b)	 	7.8; 7.10
	310(c)	 	Inapplicable
	 	 
	311(a)(b)	 	7.11
	311(c)	 	Inapplicable
	 	 
	312(a)	 	2.6
	312(b)(c)	 	10.3
	 	 
	313(a)(b)	 	7.6
	313(c)	 	7.6; 10.2
	313(d)	 	7.6
	 	 
	314(a)	 	4.2; 4.4; 10.2
	314(b)	 	N/A
	314(c)(1)(2)	 	10.4; 10.5
	314(c)(3)	 	Inapplicable
	314(d)	 	Inapplicable
	314(e)	 	10.5
	314(f)	 	Inapplicable
	 	 
	315(a)	 	7.1, 7.2
	315(b)	 	7.5; 10.2
	315(c)	 	7.1
	315(d)	 	7.1; 7.2
	315(e)	 	6.11
	 	 
	316(a)(last sentence)	 	2.10
	316(a)(1)(A)	 	6.5
	316(a)(1)(B)	 	6.4
	316(a)(2)	 	8.2
	316(b)	 	6.7
	316(c)	 	8.4
	 	 
	317(a)(1)	 	6.8
	317(a)(2)	 	6.9
	317(b)	 	2.5; 7.12
	 	 
	318(a)	 	10.1






 


 







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


 




     


     

    


INDENTURE, dated as of                               ,             , by and between ClearPoint
Neuro, Inc., a Delaware corporation, as Issuer (the “Company”) and                            , a                 organized under the laws of                    , as Trustee (the
“Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness to
be issued in one or more series (the “Securities”), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of Directors or by supplemental indenture.


 


All things necessary to make this Indenture a valid
agreement of the Company in accordance with its terms have been done, and the execution and delivery thereof have been in all respects
duly authorized by the parties hereto.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article I. DEFINITIONS
AND INCORPORATION BY REFERENCE


 


		1.1.	DEFINITIONS.



“Affiliate” of any specified Person means
any other Person which, directly or indirectly through one or more intermediaries, controls, or is controlled by or is under common
control with, such specified Person. For the purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling,” “controlled by” and “under common control with”), as used with respect
to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.


 


“Agent” means any Registrar, Paying Agent,
co-registrar or agent for service of notices and demands.


 


“Board of Directors” means the Board of
Directors of the Company or any committee duly authorized to act therefor.


 


“Board Resolution” means a copy of a resolution
certified pursuant to an Officers’ Certificate to have been duly adopted by the Board of Directors of the Company and to
be in full force and effect on the date of such certification which has been delivered to the Trustee.


 


“Capital Stock” means, with respect to any
Person, any and all shares or other equivalents (however designated) of capital stock, partnership interests or any other participation,
right or other interest in the nature of an equity interest in such Person or any option, warrant or other security convertible
into any of the foregoing.


 




    2 


     

    


“Company” means the party named as such
in the first paragraph of this Indenture until a successor replaces such party pursuant to Article 5 of this Indenture, and thereafter
means the successor and any other primary obligor on the Securities.


 


“Company Order” means a written order signed
in the name of the Company by two Officers, one of whom must be its Chief Executive Officer or its Chief Operating Officer.


 


“Company Request” means any written request
signed in the name of the Company by its Chief Executive Officer, its President, any Vice President, its Chief Operating Officer
or its Treasurer and attested to by its Secretary or any Assistant Secretary.


 


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


 


“Default” means any event that is, or that
with the passing of time or giving of notice or both would be, an Event of Default.


 


“Depository” means, with respect to the
Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated
as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act, until
a successor Depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depository”
shall mean each Person who is then a Depository hereunder, and if at any time there is more than one such Person, such Persons.


 


“Dollars” means the currency of the United
States of America.


 


“Euro” means the single currency of participating
member states of the economic and monetary union as contemplated in the Treaty on European Union.


 


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


 


“Foreign Currency” means any currency or
currency unit issued by a government other than the government of the United States of America.


 


“Foreign Government Obligations” means,
with respect to Securities that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or
caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by, or acting as an agency or instrumentality of, such government, the timely payment of which
is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i)
and (ii), are not callable or redeemable at the option of the issuer thereof.


 


“GAAP” means generally accepted accounting
principles consistently applied as in effect in the United States of America from time to time.


 


“Global Security” or “Global Securities”
means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2, evidencing all or part of
a Series of Securities issued to the Depository for such Series or its nominee, and registered in the name of such Depository or
nominee, and bearing the legend set forth in Section 2.15(c) (or such other legend(s) as may be applied to such Securities in accordance
with Section 2.2(24)).


 




    3 


     

    

“Holder” or “Securityholder”
means the Person in whose name a Security is registered on the Registrar’s books.


 


“Indebtedness” means (without duplication),
with respect to any Person, any indebtedness at any time outstanding, secured or unsecured, contingent or otherwise, which is for
borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof),
or evidenced by bonds, notes, debentures or similar instruments, or representing the balance deferred and unpaid of the purchase
price of any property (excluding any balances that constitute accounts payable or trade payables, and other accrued liabilities
arising in the ordinary course of business), if and to the extent any of the foregoing indebtedness would appear as a liability
upon a balance sheet of such Person prepared in accordance with GAAP.


 


“Indenture” means this Indenture as amended,
restated or supplemented from time to time.


 


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


 


“Lien” means, with respect to any property
or assets of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest,
lien, charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including, without limitation, any capitalized lease obligation,
conditional sales or other title retention agreement having substantially the same economic effect as any of the foregoing).


 


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


 


“Officer” means the Chief Executive Officer,
the President, any Vice President, the Chief Operating Officer, the Treasurer or the Secretary of the Company, or any other officer
designated by the Board of Directors, as the case may be.


 


“Officers’ Certificate” means, with
respect to any Person, a certificate signed by the Chairman, Chief Executive Officer, President or any Senior or Executive Vice
President and the Chief Operating Officer or any Treasurer of such Person, that shall comply with applicable provisions of this
Indenture.


 


“Opinion of Counsel” means a written opinion
from legal counsel, which counsel is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company.


 


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


 


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


 


“Responsible Officer,” when used with
respect to the Trustee, means any officer within the corporate trust department or division of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any
of the above designated officers, and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular
subject.




    4 


     

    




 


“SEC” means the United States Securities
and Exchange Commission as constituted from time to time, or any successor performing substantially the same functions.


 


“Securities” means the securities that are
issued under this Indenture, as amended or supplemented from time to time pursuant to this Indenture.


 


“Securities Act” means the Securities Act
of 1933, as amended.


 


“Series” or “Series of Securities”
means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2.


 


“Significant Subsidiary” means (i) any direct
or indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof, or (ii) any group
of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect
on the date hereof.


 


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


 


“Subsidiary” of any specified Person means
any corporation, limited liability company, partnership, joint venture, association or other business entity, whether now existing
or hereafter organized or acquired, (i) in the case of a corporation, of which more than 50% of the total voting power of the Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is held, directly
or indirectly, by such Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint venture, association or other
business entity, with respect to which such Person or any of its Subsidiaries has the power to direct or cause the direction of
the management and policies of such entity by contract or otherwise, or if in accordance with GAAP such entity is consolidated
with such Person for financial statement purposes.


 


“TIA” means the Trust Indenture Act of 1939
(15 U.S. Code Section 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.3).


 


“Trustee” means the party named as such
in this Indenture until a successor replaces it pursuant to this Indenture, and thereafter means the successor, and if at any time
there is more than one such Person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee
with respect to Securities of that Series.


 


“U.S. Government Obligations” means direct
non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation
or guarantee the full faith and credit of the United States of America is pledged.


 


		1.2.	OTHER DEFINITIONS.





    5 


     

    

The definitions of the following terms may be found
in the sections indicated as follows:


 


	 	 	 	 
	TERM	 	DEFINED
 IN
 SECTION	 
	“Bankruptcy Law”	 	 	6.1	 
	“Business Day”	 	 	10.7	 
	“Covenant Defeasance”	 	 	9.3	 
	“Custodian”	 	 	6.1	 
	“Event of Default”	 	 	6.1	 
	“Journal”	 	 	10.15	 
	“Judgment Currency”	 	 	10.16	 
	“Legal Defeasance”	 	 	9.2	 
	“Legal Holiday”	 	 	10.7	 
	“Market Exchange Rate”	 	 	10.15	 
	“New York Paying Agent”	 	 	2.4	 
	“Paying Agent”	 	 	2.4	 
	“Place of Payment”	 	 	10.7	 
	“Registrar”	 	 	2.4	 
	“Required Currency”	 	 	10.16	 
	“Service Agent”	 	 	2.4	 



 


 


		1.3.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.



Whenever this Indenture refers to a provision of the
TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA
is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following
meanings:


 


“Commission” means the SEC.


 


“indenture securities” means the Securities.


 


“indenture securityholder” means a Holder
or Securityholder.


 


“indenture to be qualified” means this Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“obligor on the indenture securities” means
the Company.


 


All other terms used in this Indenture that are defined
by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings therein assigned to them.


 


		1.4.	RULES OF CONSTRUCTION.



Unless the context otherwise requires:


 


(1)              
a term has the meaning assigned to it herein, whether defined expressly or by reference;




    6 


     

    

 


(2)              
an accounting term not otherwise defined has the meaning assigned to it in accordance with
GAAP;


 


(3)              
“or” is not exclusive;


 


(4)              
words in the singular include the plural, and in the plural include the singular;


 


(5)              
words used herein implying any gender shall apply to each gender; and


 


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


 


Article II. THE SECURITIES


 


		2.1.	ISSUABLE IN SERIES.



The aggregate principal amount of Securities that may
be authenticated and delivered under this Indenture is $[ ]. The Securities may be issued in one or more Series. All Securities
of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officers’
Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case
of Securities of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture
may provide for the method by which specified terms (such as interest rate, Stated Maturity, record date or date from which interest
shall accrue) are to be determined. Securities may differ between Series in respect of any matters, PROVIDED, that all Series of
Securities shall be equally and ratably entitled to the benefits of the Indenture.


 


		2.2.	ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.



At or prior to the issuance of any Securities within
a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2(1) and either as to such
Securities within the Series or as to the Series generally in the case of Subsections 2.2(2) through 2.2(24)) by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, in each case, pursuant to authority granted under a Board Resolution:


 


(1)              
the title of the Series (which shall distinguish the Securities of that particular Series
from the Securities of any other Series);


(2)              
any limit upon the aggregate principal amount of the Securities of the Series which may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 8.5);


(3)              
the price or prices (expressed as a percentage of the principal amount thereof) at which the
Securities of the Series will be issued;


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


(5)              
the rate or rates (which may be fixed or variable) per annum or, if applicable, the method
used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial
index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue,
the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable
on any Interest Payment Date;




    7 


     

    




(6)              
the place or places where the principal of, and interest and premium, if any, on, the Securities
of the Series shall be payable, or the method of such payment, if by wire transfer, mail or other means;


(7)              
if applicable, the period or periods within which, the price or prices at which and the terms
and conditions upon which the 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 the Securities of the Series
pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which,
the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation; 


(9)              
the dates, if any, on which and the price or prices at which the Securities of the Series
will be repurchased by the Company at the option of the Holders thereof, and other detailed terms and provisions of such repurchase
obligations;


(10)          
if other than denominations of $1,000 and any integral multiple thereof, the denominations
in which the Securities of the Series shall be issuable;


(11)          
the forms of the Securities of the Series in bearer (if to be issued outside of the United
States of America) or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global
Securities);


(12)          
if other than the principal amount thereof, the portion of the principal amount of the Securities
of the Series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.2;


(13)          
the currency of denomination of the Securities of the Series, which may be Dollars or any
Foreign Currency, including, but not limited to, the Euro, and, if such currency of denomination is a composite currency other
than the Euro, the agency or organization, if any, responsible for overseeing such composite currency;


(14)          
the designation of the currency, currencies or currency units in which payment of the principal
of, and interest and premium, if any, on, the Securities of the Series will be made;


(15)          
if payments of principal of, or interest or premium, if any, on, the Securities of the Series
are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated, the
manner in which the exchange rate with respect to such payments will be determined;


(16)          
the manner in which the amounts of payment of principal of, or interest and premium, if any,
on, the Securities of the Series will be determined, if such amounts may be determined by reference to an index based on a currency
or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;


(17)          
the provisions, if any, relating to any collateral provided for the Securities of the Series;


(18)          
any addition to or change in the covenants set forth in Articles 4 or 5 that applies to Securities
of the Series;


(19)          
any addition to or change in the Events of Default which applies to any Securities of the
Series, and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount
thereof due and payable pursuant to Section 6.2;




    8 


     

    

(20)          
 the terms and conditions, if any, for conversion of the Securities into or exchange of the
Securities for shares of common stock or preferred stock of the Company that apply to Securities of the Series;


(21)          
any depositories, interest rate calculation agents, exchange rate calculation agents or other
agents with respect to Securities of such Series if other than those appointed herein;


(22)          
the terms and conditions, if any, upon which the Securities shall be subordinated in right
of payment to other Indebtedness of the Company;


(23)          
if applicable, that the Securities of the Series, in whole or any specified part, shall be
defeasible pursuant to Article 9; and


(24)          
any other terms of the Securities of the Series (which terms shall not be inconsistent with
the provisions of this Indenture, except as permitted by Section 8.1, but which may modify or delete any provision of this Indenture
insofar as it applies to such Series).


All Securities of any one Series need not be issued
at the same time, and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant
to the Board Resolution, supplemental indenture or Officers’ Certificate referred to above, however, the authorized principal
amount of any Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise provided
in such Board Resolution, supplemental indenture or Officers’ Certificate.


 


		2.3.	EXECUTION AND AUTHENTICATION.



The Securities shall be executed on behalf of the Company
by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Each such signature may be either manual
or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile
form.


 


If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.


 


A Security shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has
been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original
issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon
receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing.
Each Security shall be dated the date of its authentication.


 


The aggregate principal amount of Securities of any
Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board
Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided
in Section 2.8.


 


Prior to the issuance of Securities of any Series, the
Trustee shall have received and (subject to Section 7.1) shall be fully protected in relying on: (a) the Board Resolution, supplemental
indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate
complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.




    9 


     

    

 


The Trustee shall have the right to decline to authenticate
and deliver any Securities of any Series: (a) if the Trustee, being advised in writing by outside counsel, determines that such
action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors and/or vice-presidents shall reasonably determine that such action would expose the Trustee to
personal liability, or cause it to have a conflict of interest with respect to Holders of any then outstanding Series of Securities.


 


The Trustee may appoint an authenticating agent acceptable
to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so.
Any appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished
to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating
agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 


		2.4.	REGISTRAR AND PAYING AGENT.



The Company shall maintain in each Place of Payment
for any Series of Securities (i) an office or agency where such Securities may be presented for registration of transfer or for
exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying
Agent”) (PROVIDED that the Company shall at all times maintain a Paying Agent in the Borough of Manhattan, City of New York,
State of New York (the “New York Paying Agent”), and PROVIDED, FURTHER, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register
for the Securities maintained by the Registrar), and (iii) an office or agency where notices and demands to or upon the Company
in respect of the Securities and this Indenture may be served (“Service Agent”). The Registrar shall keep a register
of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional
paying agents. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of
such office or agency. If at any time the Company shall fail to maintain any such required office, or to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee as
set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal
of, and interest and premium, if any, on, the Securities and hold it as a separate trust fund. The Company may change any Paying
Agent, Registrar, co-registrar or any other Agent without notice to any Securityholder.


 


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


 


The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture
that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails
to maintain a Registrar or Paying Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the
Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for
each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to
the time Securities of that Series are first issued. The Company designates ______________, as the New York Paying Agent, with
offices at ______________.




    10 


     

    




 


		2.5.	PAYING AGENT TO HOLD ASSETS IN TRUST.



The Trustee as Paying Agent shall, and the Company shall
require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold in trust for the benefit
of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of,
or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the Company or
any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any
Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time
may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee
may, at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to
a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed.
Upon distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent
shall have no further liability for such assets.


 


		2.6.	SECURITYHOLDER LISTS.



The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of Securities.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee as of each regular record date for the payment of
interest on the Securities of a Series and before each related Interest Payment Date, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of
Securityholders of each Series of Securities.


 


		2.7.	TRANSFER AND EXCHANGE.



When Securities of a Series are presented to the Registrar
with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of
applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for
an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange
as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency
maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s
request.


 


If Securities are issued as Global Securities, the provisions
of Section 2.15 shall apply.


 


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


 


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





    11 


     

    

Any exchange or transfer shall be without charge, except
that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation to a transfer or exchange, but this provision shall not apply to
any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any
Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of
such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being
called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.


 


		2.8.	REPLACEMENT SECURITIES.



If a mutilated Security is surrendered to the Trustee,
or if the Holder of a Security presents evidence to the satisfaction of the Company and the Trustee that the Security has been
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security of the same
Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. An indemnity bond may be
required by the Company or the Trustee that is sufficient in the reasonable judgment of the Company or the Trustee, as the case
may be, to protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced.
The Company may charge such Holder for the Company’s out-of-pocket expenses in replacing a Security, including the fees and
expenses of the Trustee. Every replacement Security shall constitute an original additional obligation of the Company, whether
or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder.


 


		2.9.	OUTSTANDING SECURITIES.



Securities outstanding at any time are all Securities
authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation and those described in this
Section 2.9 as not outstanding.


 


If a Security is replaced pursuant to Section 2.8 (other
than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof
satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section 2.8.


 


If a Paying Agent holds on a Redemption Date or the
Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that
date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that
if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on
them shall cease to accrue.


 


A Security does not cease to be outstanding solely because
the Company or an Affiliate holds the Security.


 


		2.10.	WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION.



In determining whether the Holders of the required aggregate
principal amount of the Securities of any Series have concurred in any direction, waiver or consent, the Securities of any Series
owned by the Company or any other obligor on such Securities, or by any Affiliate of any of them, shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities of such Series which the Trustee actually knows are so owned shall be so disregarded. Securities of such Series so owned
which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to the Securities of such Series and that the pledgee is not the Company or any other
obligor on the Securities of such Series, or an Affiliate of any of them.




    12 


     

    


 


		2.11.	TEMPORARY SECURITIES.



 


Until definitive Securities are ready for delivery,
the Company may prepare and execute, and the Trustee shall authenticate, temporary Securities. Temporary Securities shall be substantially
in the form, and shall carry all rights, of definitive Securities, but may have variations that the Company considers appropriate
for temporary Securities. Without unreasonable delay, the Company shall prepare and execute, and the Trustee shall authenticate,
definitive Securities in exchange for temporary Securities without charge to the Holder.


 


		2.12.	CANCELLATION.



All Securities surrendered for payment, redemption or
registration of transfer or exchange, or for credit against any sinking fund payment, shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and
may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold. The Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel, and at the written request of the Company shall dispose of, all Securities surrendered for
transfer, exchange, payment or cancellation. If the Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such Securities unless and until the same are surrendered to
the Trustee for cancellation pursuant to this Section 2.12. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section 2.12, except as expressly permitted by this Indenture.


 


		2.13.	PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.



Except as otherwise provided as contemplated by Section
2.2 with respect to any Series of Securities, interest on any Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close of business
on the regular record date for such interest, as provided in the Board Resolution, supplemental indenture hereto or Officers’
Certificate establishing the terms of such Series.


 


If the Company defaults in a payment of interest on
the Securities, it shall pay the defaulted amounts, plus any interest payable on defaulted amounts pursuant to Section 4.1, to
the Persons who are Securityholders on a subsequent special record date, which date shall be the 15th day next preceding the date
fixed by the Company for the payment of defaulted interest, or the next succeeding Business Day if such date is not a Business
Day. At least 15 days before the special record date, the Company shall mail or cause to be mailed to each Securityholder, with
a copy to the Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest, and
interest payable on such defaulted interest, if any, to be paid.


 




    13 


     

    

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


 


		2.14.	CUSIP NUMBER.



The Company in issuing the Securities may use one or
more “CUSIP” numbers, and, if the Company does so, the Trustee shall use the CUSIP number(s) in notices of redemption
or exchange as a convenience to Holders, PROVIDED, that any such notice may state that no representation is made as to the correctness
or accuracy of the CUSIP number(s) printed in the notice or on the Securities, and that reliance may be placed only on the other
identification numbers printed on the Securities, and that any such redemption or exchange shall not be affected by any defect
in or omission of any such numbers.


 


		2.15.	PROVISIONS FOR GLOBAL SECURITIES.



(a)               
A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall
establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities,
and the Depository for such Global Securities or Securities.


 


(b)              
Notwithstanding any provisions to the contrary contained in Section 2.7 and in addition thereto,
if, and only if the Depository (i) at any time is unwilling or unable to continue as Depository for such Global Security or ceases
to be a clearing agency registered under the Exchange Act and (ii) a successor Depository is not appointed by the Company within
90 days after the date the Company is so informed in writing or becomes aware of the same, the Company promptly will execute and
deliver to the Trustee definitive Securities, and the Trustee, upon receipt of a Company Request for the authentication and delivery
of such definitive Securities (which the Company will promptly execute and deliver to the Trustee) and an Officers’ Certificate
to the effect that such Global Security shall be so exchangeable, will authenticate and deliver definitive Securities, without
charge, registered in such names and in such authorized denominations as the Depository shall direct in writing (pursuant to instructions
from its direct and indirect participants or otherwise) in an aggregate principal amount equal to the principal amount of the Global
Security with like tenor and terms. Upon the exchange of a Global Security for definitive Securities, such Global Security shall
be canceled by the Trustee. Unless and until it is exchanged in whole or in part for definitive Securities, as provided in this
Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security
to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by
the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.


 


(c)               
Any Global Security issued hereunder shall bear a legend in substantially the following form:


 


“This Security is a Global Security within the meaning of
the Indenture hereinafter referred to, and is registered in the name of the Depository or a nominee of the Depository. This Security
is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository,
by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such a successor Depository.”


 




    14 


     

    

(d)              
 The Depository, as a Holder, may appoint agents and otherwise authorize participants to give
or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give
or take under the Indenture.


 


(e)               
Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated
by Section 2.2, payment of the principal of, and interest and premium, if any, on, any Global Security shall be made to the Depository
or its nominee in its capacity as the Holder thereof.


 


(f)               
 Except as provided in Section 2.15(e) above, the Company, the Trustee and any Agent shall
treat a Person as the Holder of such principal amount of outstanding Securities of any Series represented by a Global Security
as shall be specified in a written statement of the Depository (which may be in the form of a participants’ list for such
Series) with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required
to be given by the Holders pursuant to this Indenture, PROVIDED, that until the Trustee is so provided with a written statement,
it may treat the Depository or any other Person in whose name a Global Security is registered as the owner of such Global Security
for the purpose of receiving payment of the principal of, and any premium and (subject to Section 2.13) any interest on, such Global
Security and for all other purposes whatsoever, and none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.


 


		2.16.	PERSONS DEEMED OWNERS.



Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee, the Registrar and any agent of the Company, the Registrar or the Trustee may treat the Person
in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of the principal of,
and any premium and (subject to Section 2.13) any interest on, such Security and for all other purposes whatsoever, and none of
the Company, the Trustee, the Registrar or any agent of the Company, the Trustee or the Registrar shall be affected by notice to
the contrary.


 


Article III. REDEMPTION


 


		3.1.	NOTICES TO TRUSTEE.



The Company may, with respect to any Series of Securities,
reserve the right to redeem and pay the Series of Securities, or may covenant to redeem and pay the Series of Securities or any
part thereof, prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities or the related
Board Resolution, supplemental indenture or Officers’ Certificate. If a Series of Securities is redeemable and the Company
elects to redeem all or part of such Series of Securities, it shall notify the Trustee of the Redemption Date and the principal
amount of Securities to be redeemed at least 45 days (unless a shorter notice shall be satisfactory to the Trustee) before the
Redemption Date. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder, and
shall thereby be void and of no effect.


 


		3.2.	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.



Unless otherwise indicated for a particular Series of
Securities by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if fewer than all of the Securities
of a Series are to be redeemed, the Trustee shall select the Securities of a Series to be redeemed pro rata, by lot or by any other
method that the Trustee considers fair and appropriate (unless the Company specifically directs the Trustee otherwise) and, if such Securities are listed on any securities
exchange, by a method that complies with the requirements of such exchange.




    15 


     

    


 


The Trustee shall make the selection from Securities
of a Series outstanding and not previously called for redemption, and shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed
at least 35 but not more than 60 days before the Redemption Date. Securities of a Series in denominations of $1,000 may be redeemed
only in whole. The Trustee may select for redemption portions of the principal of Securities of a Series that have denominations
larger than $1,000. Securities of a Series and portions of them it selects shall be in amounts of $1,000 or, with respect to Securities
of any Series issuable in other denominations pursuant to Section 2.2(10), the minimum principal denomination for each Series and
integral multiples thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.


 


		3.3.	NOTICE OF REDEMPTION.



Unless otherwise indicated for a particular Series by
Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days, and no more than 60 days,
before a Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder
of Securities to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar.
The notice shall identify the Securities to be redeemed and shall state:


 


(1)              
the Redemption Date;


(2)              
the redemption price, and that such redemption price shall become due and payable on the Redemption
Date;


(3)              
if any Security of a Series is being redeemed in part, the portion of the principal amount
of such Security of a Series to be redeemed and that, after the Redemption Date and upon surrender of such Security of a Series,
a new Security or Securities in principal amount equal to the unredeemed portion will be issued;


(4)              
the name and address of the Paying Agent;


(5)              
that Securities of a Series called for redemption must be surrendered to the Paying Agent
to collect the redemption price, and the place or places where each such Security is to be surrendered for such payment;


(6)              
that, unless the Company defaults in making the redemption payment, interest on the Securities
of a Series called for redemption ceases to accrue on the Redemption Date, and the only remaining right of the Holders of such
Securities is to receive payment of the redemption price upon surrender to the Paying Agent of the Securities redeemed;


(7)              
if fewer than all of the Securities of a Series are to be redeemed, the identification of
the particular Securities of a Series (or portion thereof) to be redeemed, as well as the aggregate principal amount of Securities
of a Series to be redeemed and the aggregate principal amount of Securities of a Series to be outstanding after such partial redemption.


(8)              
the CUSIP number, if any, printed on the Securities being redeemed; and


(9)              
that no representation is made as to the correctness or accuracy of the CUSIP number, if any,
listed in such notice or printed on the Securities


At the Company’s request, the Trustee shall give
the notice of redemption in the Company’s name and at the Company’s sole expense.


 




    16 


     

    

		3.4.	EFFECT OF NOTICE OF REDEMPTION.



Once the notice of redemption described in Section 3.3
is mailed, Securities of a Series called for redemption become due and payable on the Redemption Date and at the redemption price,
plus interest, if any, accrued to the Redemption Date; PROVIDED that the Company may condition such redemption on the occurrence
of one or more events, and revoke or delay such redemption if such event(s) do not occur on or prior to the contemplated date of
redemption. Upon surrender to the Trustee or Paying Agent, such Securities of a Series shall be paid at the redemption price, plus
accrued interest, if any, to the Redemption Date; PROVIDED, that if the Redemption Date is after a regular interest payment record
date and on or prior to the next Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Securities
registered on the relevant record date, as specified by the Company in the notice to the Trustee pursuant to Section 3.1.


 


		3.5.	DEPOSIT OF REDEMPTION PRICE.



On or prior to the Redemption Date (but no later than
11:00 A.M. Eastern Time on such date), the Company shall deposit with the Paying Agent money sufficient to pay the redemption price
of and accrued interest, if any, on all Securities to be redeemed on that date other than Securities or portions thereof called
for redemption on that date which have been delivered by the Company to the Trustee for cancellation.


 


On and after any Redemption Date, if money sufficient
to pay the redemption price of, and accrued interest on, Securities called for redemption shall have been made available in accordance
with the preceding paragraph and the Company and the Paying Agent are not prohibited from paying such moneys to Holders, the Securities
called for redemption will cease to accrue interest and the only right of the Holders of such Securities will be to receive payment
of the redemption price of and, subject to the proviso in Section 3.4, accrued and unpaid interest on such Securities to the Redemption
Date. If any Security called for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption
payment is made, on the unpaid principal of the Security at the rate and in the manner provided in the Securities.


 


		3.6.	SECURITIES REDEEMED IN PART.



Upon surrender of a Security of a Series that is redeemed
in part, the Company shall execute, and the Trustee shall authenticate, for a Holder a new Security of the same Series equal in
principal amount to the unredeemed portion of the Security surrendered.


 


Article IV. COVENANTS


 


		4.1.	PAYMENT OF SECURITIES.



The Company shall pay the principal of, and interest
and premium, if any, on, each Series of Securities on the dates and in the manner provided in such Securities and this Indenture.


 


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


 


The Company shall pay interest on overdue principal,
and overdue interest, to the extent lawful, at the rate specified in the Series of Securities.




    17 


     

    

 


		4.2.	SEC REPORTS.



The Company will deliver to the Trustee within 15 days
after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other
reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; PROVIDED,
HOWEVER, that each such report or document will be deemed to be so delivered to the Trustee if the Company files such report or
document with the SEC through the SEC’s EDGAR database no later than the time such report or document is required to be filed
with the SEC pursuant to the Exchange Act. Notwithstanding that the Company may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC, to the extent permitted, and provide the Trustee with,
such quarterly and annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange
Act. The Company will also comply with the other provisions of TIA Section 314(a).


 


		4.3.	WAIVER OF STAY, EXTENSION OR USURY LAWS.



The Company covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension, usury or other law which would prohibit or forgive the Company from paying all
or any portion of the principal of, and/or interest and premium, if any, on, the Securities as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and the Company
hereby expressly waives (to the extent that they may lawfully do so) all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


		4.4.	COMPLIANCE CERTIFICATE.



The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company, an Officers’ Certificate which complies with TIA Section 314(a)(4)
stating that a review of the activities of the Company and its Subsidiaries during such fiscal year has been made under the supervision
of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge
the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and that there is no
default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal of, or interest or premium, if any, on, the Securities
is prohibited, or if such event has occurred, a description of the event and what action the Company is taking or proposes to take
with respect thereto.


 


		4.5.	CORPORATE EXISTENCE.



Subject to Article 5, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect its corporate existence, in accordance with the organizational
documents (as the same may be amended from time to time) of the Company and the rights (charter and statutory); PROVIDED, HOWEVER,
that the Company shall not be required to preserve its corporate existence if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not adverse
in any material respect to the Holders.




    18 


     

    


 


Article V. SUCCESSOR CORPORATION


 


		5.1.	LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.



(a)               
The Company will not, in any transaction or series of transactions, merge or consolidate with
or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets
(as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons,
unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or
consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation
or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person
or transferee Person being the “Surviving Entity”) shall be a corporation or entity treated as a corporation for U.S.
federal income tax purposes organized and existing under the laws of the United States of America, any state thereof or the District
of Columbia, or a corporation or comparable legal entity treated as a corporation for U.S. federal income tax purposes organized
under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee,
in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation
to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under
the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii)
immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including,
without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction
or series of transactions), no Default or Event of Default shall have occurred and be continuing.


 


(b)              
In connection with any consolidation, merger or transfer of assets contemplated by this Section
5.1, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer, and
the supplemental indenture in respect thereto, comply with this Section 5.1, and that all conditions precedent herein provided
for relating to such transaction or transactions have been complied with.


 


		5.2.	SUCCESSOR PERSON SUBSTITUTED.



Upon any consolidation, merger or transfer of all or
substantially all of the assets of the Company in accordance with Section 5.1 above, the successor corporation formed by such consolidation,
or into which the Company is merged or to which such transfer is made, shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named
as the


Company herein, and thereafter (except with respect to any such transfer
which is a lease) the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


Article VI. DEFAULTS AND
REMEDIES


 


		6.1.	EVENTS OF DEFAULT.





    19 


     

    

“Events of Default,” wherever used herein
with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental
indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default:


 


(1)              
there is a default in the payment of any principal of, or premium, if any, on, the Securities
when the same becomes due and payable at Maturity, upon acceleration, redemption or otherwise;


(2)              
there is a default in the payment of any interest on any Security of a Series when the same
becomes due and payable, and the Default continues for a period of 30 days;


(3)              
the Company defaults in the observance or performance of any other covenant in the Securities
of a Series or in this Indenture for 60 days after written notice from the Trustee or the Holders of not less than 25% in the aggregate
principal amount of the Securities of such Series then outstanding, which notice must specify the Default, demand that it be remedied
and state that the notice is a “Notice of Default”;


(4)              
the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy
Law:


(A)             
commences a voluntary case,


(B)             
consents to the entry of an order for relief against it in an involuntary case,


(C)             
consents to the appointment of a Custodian of it or for all or substantially all of its property,


(D)             
makes a general assignment for the benefit of its creditors, or


(E)              
generally is not paying its debts as they become due;


(5)              
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


(A)             
is for relief against the Company or any Significant Subsidiary in an involuntary case;


(B)             
appoints a Custodian of the Company or any Significant Subsidiary, or for all or substantially
all of the property of the Company or any Significant Subsidiary; or


(C)             
orders the liquidation of the Company or any Significant Subsidiary, and the order or decree
remains unstated and in effect for 90 consecutive days; or


 


(6)              
any other Event of Default provided with respect to Securities of that Series, which is specified
in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2(19).


The term “Bankruptcy Law” means Title 11,
U.S. Code, or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


The Trustee may withhold notice of any Default (except
in the payment of the principal of, or interest or premium, if any, on, the Securities) to the Holders of the Securities of any
Series in accordance with Section 7.5. When a Default is cured, it ceases to exist.


 


		6.2.	ACCELERATION.





    20 


     

    

If an Event of Default with respect to Securities of
any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs and is continuing,
the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities
of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire principal amount
of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are immediately
due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration
but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal
amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing
Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely
because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration,
has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent
Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to
the Company occurs, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall
be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities
of that Series.


 


		6.3.	REMEDIES.



If an Event of Default with respect to Securities of
any Series at the time outstanding occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of the principal of, or interest and premium, if any, on, the Securities of that Series, or to
enforce the performance of any provision of the Securities of that Series or this Indenture.


 


The Trustee may maintain a proceeding even if it does
not possess any of the Securities of that Series or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.


 


		6.4.	WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.



Subject to Sections 6.2, 6.7 and 8.2, the Holders of
a majority in principal amount of the Securities of any Series then outstanding have the right to waive any existing Default or
Event of Default with respect to such Series or compliance with any provision of this Indenture (with respect to such Series) or
the Securities of such Series. Upon any such waiver, such Default with respect to such Series shall cease to exist, and any Event
of Default with respect to such Series arising therefrom shall be deemed to have been cured for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.
This Section 6.4 shall be in lieu of TIA Section 316(a)(1)(B), and TIA Section 316(a)(1)(B) is hereby expressly excluded from this
Indenture and Section as permitted by the TIA.


 


		6.5.	CONTROL BY MAJORITY.



Subject to Sections 6.2, 6.7 and 8.2, the Holders of
a majority in principal amount of the Securities of any Series then outstanding may 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 by this Indenture
with respect to such Series. The Trustee, however, may refuse to follow any




    21 


     

    

direction that conflicts with law or this Indenture, or that the Trustee
determines may be unduly prejudicial to the rights of another Securityholder, or that may involve the Trustee in personal liability;
PROVIDED, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
This Section 6.5 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby expressly excluded from this
Indenture and Section as permitted by the TIA.


 


		6.6.	LIMITATION ON SUITS.



Subject to Section 6.7, a Securityholder may not institute
any proceeding or pursue any remedy with respect to this Indenture or the Securities of a Series unless:


 


(1)              
the Holder gives to the Trustee written notice of a continuing Event of Default with respect
to the Securities of that Series;


(2)              
the Holders of at least 25% in aggregate principal amount of the Securities of such Series
then outstanding make a written request to the Trustee to pursue the remedy;


(3)              
such Holder or Holders offer to the Trustee indemnity reasonably satisfactory to the Trustee
against any loss, liability or expense to be incurred in compliance with such request;


(4)              
the Trustee does not comply with the request within 60 days after receipt of the request and
the offer of indemnity; and


(5)              
no direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in aggregate principal amount of the Securities of such Series then outstanding.


 


A Securityholder may not use this Indenture to prejudice
the rights of another Securityholder, or to obtain a preference or priority over another Securityholder.


 


		6.7.	RIGHTS OF HOLDERS TO RECEIVE PAYMENT.



Notwithstanding any other provision of this Indenture,
the right of any Holder of a Security of a Series to receive payment of the principal of, and interest and premium, if any, on,
the Security of such Series on or after the respective due dates expressed in the Security of such Series, or to bring suit for
the enforcement of any such payment on or after such respective dates, is absolute and unconditional, and shall not be impaired
or affected without the consent of the Holder.


 


		6.8.	COLLECTION SUIT BY TRUSTEE.



If an Event of Default in payment of principal, interest
or premium, if any, specified in Section 6.1(1) or (2) with respect to Securities of any Series at the time outstanding occurs
and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company (or
any other obligor on the Securities of that Series) for the whole amount of unpaid principal and premium, if any, and accrued interest
remaining unpaid, together with interest on overdue principal and premium, if any, and, to the extent that payment of such interest
is lawful, interest on overdue installments of interest, in each case at the rate then borne by the Securities of that Series,
and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, as set forth in Section 7.7.


 


		6.9.	TRUSTEE MAY FILE PROOFS OF CLAIM.





    22 


     

    

The Trustee may file such proofs of claim and other
papers or documents, and take other actions (including sitting on a committee of creditors), as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor on the Securities), any of their respective creditors or any of their respective property, and the Trustee shall
be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, and to
distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out
of the estate in any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder
to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to
the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.


 


Nothing herein contained 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 a 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 proceedings.


 


		6.10.	PRIORITIES.



If the Trustee collects any money pursuant to this Article
6, it shall pay out the money in the following order:


 


FIRST: to the Trustee for amounts due under Section
7.7;


 


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


 


THIRD: to the Company.


 


The Trustee may fix a record date and payment date for
any payment to Securityholders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall mail
to each Securityholder a notice that states the record date, the payment date and amount to be paid.


 


		6.11.	UNDERTAKING FOR COSTS.



In any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard
to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in principal amount of the Securities
of a Series then outstanding.


 






    23 


     

    
Article VII.   TRUSTEE


 


		7.1.	DUTIES OF TRUSTEE.



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


 


(b)              
Except during the continuance of an Event of Default:


 


(1)              
The Trustee need perform only those duties that are specifically set forth in this Indenture,
and no covenants or obligations shall be implied in this Indenture against the Trustee.


 


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


 


(c)               
The Trustee may not be relieved from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:


 


(1)              
This paragraph does not limit the effect of paragraph (b) of this Section 7.1.


 


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


 


(3)              
The Trustee shall not be liable with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it pursuant to Sections 6.2 and 6.5.


 


(d)              
No provision of this Indenture shall require the Trustee to expend or risk its own funds,
or otherwise incur any financial liability, in the performance of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably
assured to it.


(e)               
Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (d) of this Section
7.1 shall govern every provision of this Indenture that in any way relates to the Trustee.


(f)               
The Trustee and Paying Agent shall not be liable for interest on any money received by either
of them, except as the Trustee and Paying Agent may agree in writing with the Company. Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by the law.


(g)               
The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections,
immunities and standard of care set forth in paragraphs (a), (b), (c), (d) and (f) of this Section 7.1 and in Section 7.2 with
respect to the Trustee.


 


		7.2.	RIGHTS OF TRUSTEE.





    24 


     

    

(a)               
 Subject to Section 7.1:


(1)              
The Trustee may rely on, and shall be protected in acting or refraining from acting upon,
any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need
not investigate any fact or matter stated in the document.


 


(2)              
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel, or both, which shall conform to the provisions of Section 10.5. The Trustee shall be protected and shall
not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.


 


(3)              
The Trustee may act through agents and attorneys, and shall not be responsible for the misconduct
or negligence of any agent appointed by it with due care.


 


(4)              
The Trustee shall not be liable for any action it takes or omits to take in good faith which
it reasonably believes to be authorized or within its rights or powers.


 


(5)              
The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel
to the Company, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection
from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.


 


(6)              
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 Holders pursuant to the provisions of this Indenture, unless
such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby.


 


(7)              
The Trustee shall not be deemed to have knowledge of any fact or matter (including, without
limitation, a Default or Event of Default) unless such fact or matter is known to a Responsible Officer of the Trustee.


 


(8)              
Unless otherwise expressly provided herein or in the Securities of a Series or the related
Board Resolution, supplemental indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect
to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at
reasonable times, by Securityholders, it being understood that delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance with any of its
covenants hereunder (except as set forth in Section 4.4).


 


		7.3.	INDIVIDUAL RIGHTS OF TRUSTEE.



The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities, and may make loans to, accept deposits from, perform services for or otherwise deal
with the Company, or any Affiliate thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.


 


		7.4.	TRUSTEE’S DISCLAIMER.





    25 


     

    

The Trustee makes no representation as to the validity
or adequacy of this Indenture or the Securities (except that the Trustee represents that it is duly authorized to execute and deliver
this Indenture and authenticate the Securities and perform its obligations hereunder), and the Trustee shall not be accountable
for the Company’s use of the proceeds from the sale of Securities or any money paid to the Company pursuant to the terms
of this Indenture, and the Trustee shall not be responsible for any statement in the Securities other than its certificates of
authentication.


 


		7.5.	NOTICE OF DEFAULT.



If a Default or an Event of Default occurs and is continuing
with respect to the Securities of any Series, and if it is known to the Trustee, the Trustee shall mail to each Securityholder
of the Securities of that Series notice of the Default or the Event of Default, as the case may be, within 90 days after it occurs
or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default (except if such Default
or Event of Default has been validly cured or waived before the giving of such notice). Except in the case of a Default or an Event
of Default in payment of the principal of, or interest or premium, if any, on, any Security of any Series, the Trustee may withhold
the notice if and so long as the Board of Directors of the Trustee, the executive committee or any trust committee of such board
and/or its Responsible Officers in good faith determine(s) that withholding the notice is in the interests of the Securityholders
of that Series.


 


		7.6.	REPORTS BY TRUSTEE TO HOLDERS.



If and to the extent required by the TIA, within 60
days after April 1 of each year, commencing the April 1 following the date of this Indenture, the Trustee shall mail to each Securityholder
a brief report dated as of such April 1 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Sections
313(b) and 313(c).


 


A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and any stock exchange on which the Securities of that Series are listed. The Company
shall promptly notify the Trustee when the Securities of any Series are listed on any stock exchange or any delisting thereof,
and the Trustee shall comply with TIA Section 313(d).


 


		7.7.	COMPENSATION AND INDEMNITY.



The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee’s compensation shall not be limited by any provision of law on compensation
of a trustee of an express trust. The Company shall reimburse the Trustee within 45 days after receipt of request for all reasonable
out-of-pocket disbursements and expenses incurred or made by it in connection with its duties under this Indenture, including the
reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify the Trustee for, and hold
it harmless against, any and all loss or liability incurred by it in connection with the acceptance or performance of its duties
under this Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any
claim asserted against the Trustee for which it may seek indemnity.


 


The failure by the Trustee to so notify the Company
shall not however relieve the Company of its obligations. Notwithstanding the foregoing, the Company need not reimburse the Trustee
for any expense or indemnify it against any loss or liability incurred by the Trustee through its negligence or bad faith. To secure
the payment obligations of the Company in this Section 7.7, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected
by the Trustee except such money or property held in trust to pay the principal of, interest and premium, if any, on particular
Securities of that Series.




    26 


     

    


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.1(4) or (5) occurs, the expenses and the compensation for the services are intended
to constitute expenses of administration under any Bankruptcy Law.


 


For purposes of this Section 7.7, the term “Trustee”
shall include any trustee appointed pursuant to this Article 7.


 


		7.8.	REPLACEMENT OF TRUSTEE.



The Trustee may resign with respect to the Securities
of one or more Series by so notifying the Company in writing at least 90 days in advance of such resignation.


 


The Holders of a majority in principal amount of the
outstanding Securities of any Series may remove the Trustee with respect to that Series by notifying the removed Trustee in writing
and may appoint a successor Trustee with respect to that Series with the consent of the Company, which consent shall not be unreasonably
withheld. The Company may remove the Trustee with respect to that Series at its election if:


 


(1)              
the Trustee fails to comply with, or ceases to be eligible under, Section 7.10;


		(2)	the Trustee is adjudged a bankrupt or an insolvent, or an order for
relief is entered with respect to the Trustee, under any Bankruptcy Law;



(3)              
a Custodian or other public officer takes charge of the Trustee or its property; or


(4)              
the Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns or is removed, or if a vacancy
exists in the office of Trustee, with respect to any Series of Securities for any reason, the Company shall promptly appoint, by
Board Resolution, a successor Trustee.


 


If a successor Trustee with respect to the Securities
of one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of at least 10% in principal amount of the outstanding Securities of the applicable Series may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee with respect to the Securities of one
or more Series fails to comply with Section 7.10, any Securityholder of the applicable Series may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately following such delivery, (i) the retiring Trustee with respect to one or
more Series shall, subject to its rights under Section 7.7, transfer all property held by it as Trustee with respect to such Series
to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective and (iii) the successor
Trustee with respect to such Series shall have all the rights, powers and duties of the Trustee under this Indenture. A successor
Trustee with respect to the Securities of one or more Series shall mail notice of its succession to each Securityholder of such
Series.


 




    27 


     

    

		7.9.	SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.



If the Trustee, or any Agent, consolidates with, merges
or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section
7.10, the successor corporation without any further act shall be the successor Trustee or Agent, as the case may be.


 


		7.10.	ELIGIBILITY; DISQUALIFICATION.



This Indenture shall always have a Trustee who satisfies
the requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The Trustee (or in the case of a Trustee that is a Person
included in a bank holding company system, the related bank holding company) shall have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b),
including the provision in Section 310(b)(1). In addition, if the Trustee is a Person included in a bank holding company system,
the Trustee, independently of such bank holding company, shall meet the capital requirements of TIA Section 310(a)(2). If at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10, it shall resign immediately
in the manner and with the effect specified in this Article 7.


 


		7.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.



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


 


		7.12.	PAYING AGENTS.



The Company shall cause each Paying Agent other than
the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 7.12:


 


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


 


(2)              
that it will at any time during the continuance of any Event of Default, upon written request
from the Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and


 


(3)              
that it will give the Trustee written notice within three Business Days after any failure
of the Company (or by any obligor on the Securities) in the payment of any installment of the principal of, or interest or premium,
if any, on, the Securities when the same shall be due and payable.


 


Article VIII. AMENDMENTS,
SUPPLEMENTS AND WAIVERS


 


		8.1.	WITHOUT CONSENT OF HOLDERS.



The Company, when authorized by a Board Resolution,
and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without notice to or consent of
any Securityholder:


 




    28 


     

    

(1)              
 to comply with Section 5.1;


 


(2)              
to provide for certificated Securities in addition to uncertificated Securities;


 


(3)              
to comply with any requirements of the SEC under the TIA;


 


(4)              
to cure any ambiguity, defect or inconsistency, or to make any other change herein or in the
Securities that does not materially and adversely affect the rights of any Securityholder;


 


(5)              
to provide for the issuance of, and establish the form and terms and conditions of, Securities
of any Series as permitted by this Indenture; or


 


(6)              
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Securities of one or more Series, and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee.


 


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


 


		8.2.	WITH CONSENT OF HOLDERS.



(a)               
The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement
this Indenture or the Securities of one or more Series with the written consent of the Holders of not less than a majority in aggregate
principal amount of the outstanding Securities of such Series affected by such amendment or supplement without notice to any Securityholder.
The Holders of not less than a majority in aggregate principal amount of the outstanding Securities of each such Series affected
by such amendment or supplement may waive compliance by the Company in a particular instance with any provision of this Indenture
or the Securities of such Series without notice to any Securityholder. Subject to Section 8.4, without the consent of each Securityholder
affected, however, an amendment, supplement or waiver may not:


 


(1)              
reduce the amount of Securities whose Holders must consent to an amendment, supplement or
waiver to this Indenture or the Securities;


(2)              
reduce the rate of, or change the time for payment of, interest on any Security;


(3)              
reduce the principal, or change the Stated Maturity, of any Security, or reduce the amount
of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;


(4)              
make any Security payable in money other than that stated in the Security;


(5)              
change the amount or time of any payment required by the Securities, or reduce the premium
payable upon any redemption of the Securities, or change the time before which no such redemption may be made;


(6)              
waive a Default or Event of Default in the payment of the principal of, or interest or premium,
if any, on, any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding
Securities of such Series and a waiver of the payment default that resulted from such acceleration);




    29 


     

    




(7)              
waive a redemption payment with respect to any Security, or change any of the provisions with
respect to the redemption of any Securities;


(8)              
make any changes in Section 6.6 or this Section 8.2, except to increase any percentage of
Securities the Holders of which must consent to any matter; or


(9)              
take any other action otherwise prohibited by this Indenture to be taken without the consent
of each Holder affected thereby.


 


(b)              
Upon the request of the Company, accompanied by a Board Resolution authorizing the execution
of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the
consent of the Securityholders as aforesaid and of the documents described in Section 8.6, 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, in which case the Trustee may in its discretion, but shall not be obligated to, enter into
such supplemental indenture.


 


(c)               
It shall not be necessary for the consent of the Holders under this section to approve the
particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance
thereof.


 


After an amendment or supplement under this Section
becomes effective, the Company shall mail to Securityholders a notice briefly describing the amendment or supplement. Any failure
of the Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of
any supplemental indenture.


 


		8.3.	COMPLIANCE WITH TRUST INDENTURE ACT.



Every amendment to, or supplement of, this Indenture
or the Securities shall comply with the TIA as then in effect.


 


 


		8.4.	REVOCATION AND EFFECT OF CONSENTS.



Until an amendment, supplement, waiver or other action
becomes effective, a consent to it by a Holder of a Security is a continuing consent conclusive and binding upon such Holder and
every subsequent Holder of the same Security or portion thereof, and of any Security issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any such Security. Any such Holder or subsequent Holder,
however, may revoke the consent as to his Security or portion of a Security, if the Trustee receives the notice of revocation before
the date the amendment, supplement, waiver or other action becomes effective.


 


The Company may, but shall not be obligated to, fix
a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record
date shall be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then, notwithstanding
the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons,
shall be entitled to consent to such amendment, supplement or waiver, or to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date.




    30 


     

    

 


After an amendment, supplement, waiver or other action
becomes effective, it shall bind every Securityholder, unless it makes a change described in any of clauses (1) through (9) of
Section 8.2. In that case, the amendment, supplement, waiver or other action shall bind each Holder of a Security who has consented
to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s
Security; PROVIDED, that any such waiver shall not impair or affect the right of any Holder to receive payment of the principal
of, and interest and premium, if any, on, a Security, on or after the respective due dates expressed in such Security, or to bring
suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.


 


		8.5.	NOTATION ON OR EXCHANGE OF SECURITIES.



If an amendment, supplement or waiver changes the terms
of a Security of any Series, the Trustee may request the Holder of such Security to deliver it to the Trustee. In such case, the
Trustee shall place an appropriate notation on such Security about the changed terms and return it to the Holder. Alternatively,
the Company, in exchange for such Security, may issue, and the Trustee shall authenticate, a new security that reflects the changed
terms. Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment,
supplement or waiver.


 


		8.6.	TRUSTEE TO SIGN AMENDMENTS, ETC.



The Trustee shall sign any amendment, supplement or
waiver authorized pursuant to this Article 8 if the amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such
amendment, supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.1, shall be fully protected
in relying upon an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized
or permitted by this Indenture. The Company may not sign an amendment or supplement until the Board of Directors of the Company
approves it.


 


 


Article IX. DISCHARGE
OF INDENTURE; DEFEASANCE


 


		9.1.	DISCHARGE OF INDENTURE.



The Company may terminate its obligations under the
Securities of any Series and this Indenture with respect to such Series, except the obligations referred to in the last paragraph
of this Section 9.1, if there shall have been canceled by the Trustee, or delivered to the Trustee for cancellation, all Securities
of such Series theretofore authenticated and delivered (other than any Securities of such Series that are asserted to have been
destroyed, lost or stolen and that shall have been replaced as provided in Section 2.8) and the Company has paid all sums payable
by it hereunder or deposited all required sums with the Trustee.


 


After such delivery the Trustee upon request shall acknowledge
in a writing prepared by or on behalf of the Company the discharge of the Company’s obligations under the Securities of such
Series and this Indenture, except for those surviving obligations specified below.


 


Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company in Sections 7.7, 9.5 and 9.6 shall survive.


 




    31 


     

    

		9.2.	LEGAL DEFEASANCE.



The Company may at its option, by Board Resolution,
be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth
in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series
and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned
(and the Trustee, at the expense of the Company, shall, subject to Section 9.6, execute proper instruments acknowledging the same,
as are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described
in Section 9.4 and as more fully set forth in such section, payments in respect of the principal of, and interest and premium,
if any, on, the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities
of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to
compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any
Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.


 


		9.3.	COVENANT DEFEASANCE.



At the option of the Company, pursuant to a Board Resolution,
the Company shall be released from its obligations with respect to the outstanding Securities of any Series under Sections 4.2
through 4.5, inclusive, and Section 5.1, with respect to the outstanding Securities of such Series, on and after the date the conditions
set forth in Section 9.4 are satisfied (hereinafter, “Covenant Defeasance”). For this purpose, such Covenant Defeasance
means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such specified section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein
to any such specified Section or portion thereof or by reason of any reference in any such specified section or portion thereof
to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of any Series shall
be unaffected thereby.


 


		9.4.	CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.



The following shall be the conditions to application
of Section 9.2 or Section 9.3 to the outstanding Securities of a Series:


 


(1)              
the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 9 applicable
to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations or Foreign
Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee (solely in the case of any U.S. Government Obligations or Foreign Government Obligations), to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, and accrued interest
and premium, if any, on, the outstanding Securities of such Series at the Stated Maturity of such principal, interest or premium,
if any, or on dates for payment and redemption of such principal, interest and premium, if any, selected in accordance with the
terms of this Indenture and of the Securities of such Series;




    32 


     

    




 


(2)              
no Event of Default or Default (other than that resulting from borrowing funds to be applied
to make such deposit and any similar or simultaneous deposit relating to other Indebtedness and, in each case, the granting of
liens and the consummation of other transactions in connection therewith) with respect to the Securities of such Series shall have
occurred and be continuing on the date of such deposit;


 


(3)              
such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting
interest for purposes of the TIA with respect to any securities of the Company;


 


(4)              
the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result
of such Legal Defeasance or Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment
company under the Investment Company Act of 1940, as amended;


 


(5)              
in the case of an election under Section 9.2, the Company shall have delivered to the Trustee
an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service
a ruling to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that, and
such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not
recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will be subject
to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would
have been the case if such Legal Defeasance had not occurred;


 


(6)              
in the case of an election under Section 9.3, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain
or loss for Federal income tax purposes as a result of such Covenant Defeasance, and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(7)              
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under
Section 9.2 or the Covenant Defeasance under Section 9.3 (as the case may be) have been complied with;


 


(8)              
the Company shall have delivered to the Trustee an Officers’ Certificate stating that
the deposit under clause (1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors
of the Company or others; and


 


(9)              
the Company shall have paid, or duly provided for payment under terms mutually satisfactory
to the Company and the Trustee, all amounts then due to the Trustee pursuant to Section 7.7.


 


		9.5.	DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS
PROVISIONS.



All money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.4 in respect of the outstanding Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Securities, of all
sums due and to become due thereon in respect of principal, accrued interest and premium, if any, but such money need not
be segregated from other funds except to the extent required by law.




    33 


     

    


 


The Company shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and Foreign Government Obligations
deposited pursuant to Section 9.4 or the principal, interest and premium, if any, received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities.


 


Anything in this Article 9 to the contrary notwithstanding,
but subject to payment of any of its outstanding fees and expenses, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money, U.S. Government Obligations or Foreign Government Obligations held by the Trustee as provided
in Section 9.4 which, in the opinion of a nationally-recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (solely in the case of any U.S. Government Obligations or Foreign Government Obligations), are
in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.


 


		9.6.	REINSTATEMENT.



If the Trustee or Paying Agent is unable to apply any
money, U.S. Government Obligations or Foreign Government Obligations in accordance with Section 9.1, 9.2, 9.3 or 9.4 by reason
of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to this Article 9 until such time as the Trustee or Paying Agent is permitted
to apply all such money, U.S. Government Obligations or Foreign Government Obligations, as the case may be, in accordance with
Section 9.1, 9.2, 9.3 or 9.4; PROVIDED, HOWEVER, that if the Company has made any payment of principal of, or accrued interest
or premium, if any, on, any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money, U.S. Government Obligations or Foreign Government
Obligations held by the Trustee or Paying Agent.


 


		9.7.	MONEYS HELD BY PAYING AGENT.



In connection with the satisfaction and discharge of
this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon demand of the Company,
be paid to the Trustee, or, if sufficient moneys have been deposited pursuant to Section 9.1, to the Company, and thereupon such
Paying Agent shall be released from all further liability with respect to such moneys.


 


		9.8.	MONEYS HELD BY TRUSTEE.



Any moneys deposited with the Trustee or any Paying
Agent or then held by the Company in trust for the payment of the principal of, or interest or premium, if any, on, any Security
that are not applied but remain unclaimed by the Holder of such Security for two years after the date upon which the principal
of, or interest or premium, if any, on, such Security shall have respectively become due and payable shall be repaid to the Company
upon Company Request, or if such moneys are then held by the Company in trust, such moneys shall be released from such trust; and
the Holder of such Security entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the
Company for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or any such Paying Agent, before being




    34 


     

    

required to make any such repayment, may, at the expense of the Company,
either mail to each Securityholder affected, at the address shown in the register of the Securities maintained by the Registrar,
or cause to be published once a week for two successive weeks, in a newspaper published in the English language, customarily published
each Business Day and of general circulation in the City of New York, New York, a notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed
balance of such moneys then remaining will be repaid to the Company. After payment to the Company or the release of any money held
in trust by the Company, Securityholders entitled to the money must look only to the Company for payment as general creditors,
unless applicable abandoned property law designates another Person.


 


Article X. MISCELLANEOUS


 


		10.1.	TRUST INDENTURE ACT CONTROLS.



If any provision of this Indenture limits, qualifies
or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall
control. If any provision of this Indenture modifies or excludes any provision of the TIA which may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 


		10.2.	NOTICES.



Any notice or communication shall be given in writing
and delivered in Person, delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows:


 


If to the Company:


 


ClearPoint Neuro, Inc.


5 Musick Lane


Irvine, CA 92618


Attention: Joseph M. Burnett


 


Copy to:


 


Bass, Berry & Sims PLC


The Tower at Peabody Place


100 Peabody, Suite 1300


Memphis, TN 38103


Attention: Richard F. Mattern, Esq.


 


If to the Trustee:


 


The Company or the Trustee by written notice to the
other may designate additional or different addresses for subsequent notices or communications. Any notice or communication to
the Company or the Trustee shall be deemed to have been given or made as of the date so delivered if personally delivered; when
receipt is confirmed by telephone or electronic transmission report, if sent by facsimile; and three Business Days after mailing
if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have
been given until actually received by the addressee).




    35 


     

    

 


Any notice or communication mailed to a Securityholder
shall be mailed to such Securityholder by first-class mail, postage prepaid, at such Securityholder’s address shown on the
register kept by the Registrar.


 


Failure to mail, or any defect in, a notice or communication
to a Securityholder shall not affect its sufficiency with respect to other Securityholders. If a notice or communication to a Securityholder
is mailed in the manner provided above, it shall be deemed duly given, three Business Days after such mailing, whether or not the
addressee receives it.


 


In case by reason of the suspension of regular mail
service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method
of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.


 


In the case of Global Securities, notices or communications
to be given to Securityholders shall be given to the Depository, in accordance with its applicable policies as in effect from time
to time.


 


In addition to the manner provided for in the foregoing
provisions, notices or communications to Securityholders shall be given by the Company by release made to Reuters Economic Services
and Bloomberg Business News.


 


		10.3.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.



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


 


		10.4.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.



Upon any request or application by the Company to the
Trustee to take any action under this Indenture, the Company shall, upon the request of the Trustee, furnish to the Trustee:


 


(1)              
an Officers’ Certificate (which shall include the statements set forth in Section 10.5
below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with; and


 


(2)              
an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below)
stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


		10.5.	STATEMENT REQUIRED IN CERTIFICATE AND OPINION.



Each certificate and opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than pursuant to Section 4.4) shall include:


 


(1)              
a statement that the Person making such certificate or opinion has read such covenant or condition;


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




    36 


     

    

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


(4)              
a statement as to whether or not, in the opinion of such Person, such covenant or condition
has been complied with.


 


		10.6.	RULES BY TRUSTEE AND AGENTS.



The Trustee may make reasonable rules for action by
or at meetings of Securityholders. The Registrar and Paying Agent may make reasonable rules for their functions.


 


		10.7.	BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.



A “Business Day” is a day that is not a
Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday, a federally-recognized holiday or a day on which banking
institutions are not authorized or required by law, regulation or executive order to be open in the State of New York.


 


If a payment date is a Legal Holiday at a Place of Payment,
payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. “Place of Payment” means the place or places where the principal of, and interest and premium,
if any, on, the Securities of a Series are payable as specified as contemplated by Section 2.2. If the regular record date is a
Legal Holiday, the record date shall not be affected.


 


		10.8.	GOVERNING LAW.



THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
OF NEW YORK.


 


		10.9.	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.



This Indenture may not be used to interpret another
indenture, loan, security or debt agreement of the Company or any Subsidiary thereof. No such indenture, loan, security or debt
agreement may be used to interpret this Indenture.


 


		10.10.	NO RECOURSE AGAINST OTHERS.



A director, officer, employee, stockholder or incorporator,
as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture.
Each Securityholder by accepting a Security waives and releases all such liability. Such waiver and release are part of the consideration
for the issuance of the Securities.


 


		10.11.	SUCCESSORS.



All covenants and agreements of the Company in this
Indenture and the Securities shall bind the Company’s successors and assigns, whether so expressed or not. All agreements
of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind their respective successors and assigns.


 




    37 


     

    

		10.12.	MULTIPLE COUNTERPARTS.



The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.


 


		10.13.	TABLE OF CONTENTS, HEADINGS, ETC.



The table of contents, cross-reference sheet and headings
of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a
part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


		10.14.	SEVERABILITY.



Each provision of this Indenture shall be considered
separable, and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture
or the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.


 


		10.15.	SECURITIES IN A FOREIGN CURRENCY OR IN EUROS.



Unless otherwise specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 with respect to a particular
Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage
in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding
and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars
(including Euros), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose
of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such
time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York
City for cable transfers of that currency as published by the Federal Reserve Bank of New York; PROVIDED, HOWEVER, in the case
of Euros, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor
thereto) as published in the Official Journal of the European Union (such publication or any successor publication, the “Journal”).
If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of Euros,
the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of Euros,
rates of exchange from one or more major banks in New York City or in the country of issue of the currency in question or, in the
case of Euros, in Luxembourg or such other quotations or, in the case of Euros, rates of exchange as the Trustee, upon consultation
with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders
of Securities pursuant to the terms of this Indenture.


 


All decisions and determinations of the Trustee regarding
the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in the Trustee’s
sole discretion, and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.


 


		10.16.	JUDGMENT CURRENCY.





    38 


     

    

The Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of, or interest or premium, if any, or other amount on, the Securities of any Series (the
“Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the
rate of exchange used shall be the rate at which, in accordance with normal banking procedures, the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless
such day is not a Business Day, in which instance, the rate of exchange used shall be the rate at which, in accordance with normal
banking procedures, the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the
Business Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied by any tender or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)) in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed
to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose
of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of
the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due
under this Indenture.


 


 


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


 


 


CLEARPOINT NEURO, INC.








By: 


Name: 


Title: 





 


[Name of Trustee]





By: 


Name: 


Title: 





By: 


Name: 


Title: 






    39