Exhibit 4.1


 


 


ESPORTS
ENTERTAINMENT GROUP, INC.


 


AND





_______________________,


 


TRUSTEE


 


____________________


 


INDENTURE


 


DATED
AS OF


 


_______,
2021


 


DEBT
SECURITIES


 




    	 	 	 



     


    




 


ESPORTS
ENTERTAINMENT GROUP, INC.


RECONCILIATION
AND TIE BETWEEN TRUST INDENTURE ACT OF 1939


AND
INDENTURE, DATED AS OF _______ ___, 2021


 


	 	 	 
	Section
    of Trust Indenture Act of 1939	 	Section(s)
    of Indenture
	 	 	 
	§
    310(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not
    Applicable
	(a)(4)	 	Not
    Applicable
	(a)(5)	 	609
	(b)	 	608,
    610
	§
    311(a)	 	613
	(b)	 	613
	(c)	 	Not
    Applicable
	§
    312(a)	 	701,
    702 (a)
	(b)	 	702
    (b)
	(c)	 	702
    (b)
	§
    313(a)	 	703
    (a)
	(b)	 	703
    (a)
	(c)	 	703
    (a)
	(d)	 	703
    (b)
	§
    314(a)	 	704,
    1005
	(b)	 	Not
    Applicable
	(c)(1)	 	103
	(c)(2)	 	103
	(c)(3)	 	Not
    Applicable
	(d)	 	Not
    Applicable
	(e)	 	103
	§
    315(a)	 	601
    (a)
	(b)	 	602
	(c)	 	601
    (b)
	(d)	 	601
    (c)
	(d)(1)	 	601
    (c) (1)
	(d)(2)	 	601
    (c) (2)
	(d)(3)	 	601
    (c) (3)
	(e)	 	511
	§
    316(a)(1)(A)	 	505
	(a)(1)(B)	 	504
	(a)(2)	 	Not
    Applicable
	(a)(last
    sentence)	 	101
	(b)	 	507
	(c)	 	105
	§
    317(a)(1)	 	503
	(a)(2)	 	509
	(b)	 	1003
	§
    318(a)	 	108
    
	(b)	 	Not
    Applicable
	(c)	 	108


 


Note:
This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.


 




    	 	 	 



     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE
    I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	SECTION
    101.	DEFINITIONS.	1
	SECTION
    102.	INCORPORATION
    BY REFERENCE OF TRUST INDENTURE ACT.	8
	SECTION
    103.	COMPLIANCE
    CERTIFICATES AND OPINIONS.	9
	SECTION
    104.	FORM
    OF DOCUMENTS DELIVERED TO TRUSTEE.	9
	SECTION
    105.	ACTS
    OF HOLDERS; RECORD DATES.	10
	SECTION
    106.	NOTICES,
    ETC., TO TRUSTEE AND COMPANY.	11
	SECTION
    107.	NOTICE
    TO HOLDERS; WAIVER.	12
	SECTION
    108.	CONFLICT
    WITH TRUST INDENTURE ACT.	12
	SECTION
    109.	EFFECT
    OF HEADINGS AND TABLE OF CONTENTS.	12
	SECTION
    110.	SUCCESSORS
    AND ASSIGNS.	12
	SECTION
    111.	SEPARABILITY
    CLAUSE.	12
	SECTION
    112.	BENEFITS
    OF INDENTURE.	12
	SECTION
    113.	GOVERNING
    LAW.	13
	SECTION
    114.	LEGAL
    HOLIDAYS.	13
	SECTION
    115.	CORPORATE
    OBLIGATION.	13
	SECTION
    116.	WAIVER
    OF TRIAL JURY.	13
	SECTION
    117.	FORCE
    MAJEURE.	13
	 	 	 
	ARTICLE
    II SECURITY FORMS	14
	 	 	 
	SECTION
    201.	FORMS
    GENERALLY.	14
	SECTION
    202.	FORM
    OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.	14
	SECTION
    203.	SECURITIES
    IN GLOBAL FORM.	14
	SECTION
    204.	BOOK-ENTRY
    SECURITIES.	15
	 	 	 
	ARTICLE
    III THE SECURITIES	17
	 	 	 
	SECTION
    301.	AMOUNT
    UNLIMITED; ISSUABLE IN SERIES.	17
	SECTION
    302.	DENOMINATIONS.	19
	SECTION
    303.	EXECUTION,
    AUTHENTICATION, DELIVERY AND DATING.	19
	SECTION
    304.	TEMPORARY
    SECURITIES.	20
	SECTION
    305.	REGISTRATION,
    REGISTRATION OF TRANSFER AND EXCHANGE.	21
	SECTION
    306.	MUTILATED,
    DESTROYED, LOST AND STOLEN SECURITIES.	22
	SECTION
    307.	PAYMENT
    OF INTEREST; INTEREST RIGHTS PRESERVED.	23
	SECTION
    308.	PERSONS
    DEEMED OWNERS.	24
	SECTION
    309.	CANCELLATION.	24
	SECTION
    310.	COMPUTATION
    OF INTEREST.	25
	SECTION
    311.	CUSIP
    NUMBERS.	25
	 	 	 
	ARTICLE
    IV SATISFACTION AND DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE	25
	 	 	 
	SECTION
    401.	SATISFACTION
    AND DISCHARGE OF INDENTURE.	25
	SECTION
    402.	OPTION
    TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.	26


 




    	 	 	 



     


    

 


	SECTION
    403.	LEGAL
    DEFEASANCE AND DISCHARGE.	26
	SECTION
    404.	COVENANT
    DEFEASANCE.	27
	SECTION
    405.	CONDITIONS
    TO LEGAL OR COVENANT DEFEASANCE.	27
	SECTION
    406.	DEPOSITED
    MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.	28
	SECTION
    407.	REPAYMENT
    TO COMPANY.	29
	SECTION
    408.	REINSTATEMENT.	29
	 	 	 
	ARTICLE
    V REMEDIES	29
	 	 	 
	SECTION
    501.	EVENTS
    OF DEFAULT.	29
	SECTION
    502.	ACCELERATION.	31
	SECTION
    503.	OTHER
    REMEDIES.	31
	SECTION
    504.	WAIVER
    OF PAST DEFAULTS.	31
	SECTION
    505.	CONTROL
    BY MAJORITY.	32
	SECTION
    506.	LIMITATION
    ON SUITS.	32
	SECTION
    507.	RIGHTS
    OF HOLDERS OF SECURITIES TO RECEIVE PAYMENT.	32
	SECTION
    508.	COLLECTION
    SUIT BY TRUSTEE.	32
	SECTION
    509.	TRUSTEE
    MAY FILE PROOFS OF CLAIM.	33
	SECTION
    510.	PRIORITIES.	33
	SECTION
    511.	UNDERTAKING
    FOR COSTS.	33
	 	 	 
	ARTICLE
    VI THE TRUSTEE	34
	 	 	 
	SECTION
    601.	CERTAIN
    DUTIES AND RESPONSIBILITIES.	34
	SECTION
    602.	NOTICE
    OF DEFAULTS.	35
	SECTION
    603.	CERTAIN
    RIGHTS OF TRUSTEE.	35
	SECTION
    604.	NOT
    RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.	36
	SECTION
    605.	MAY
    HOLD SECURITIES.	37
	SECTION
    606.	MONEY
    HELD IN TRUST.	37
	SECTION
    607.	COMPENSATION
    AND REIMBURSEMENT.	37
	SECTION
    608.	DISQUALIFICATION;
    CONFLICTING INTERESTS.	38
	SECTION
    609.	CORPORATE
    TRUSTEE REQUIRED; ELIGIBILITY.	38
	SECTION
    610.	RESIGNATION
    AND REMOVAL; APPOINTMENT OF SUCCESSOR.	38
	SECTION
    611.	ACCEPTANCE
    OF APPOINTMENT BY SUCCESSOR.	40
	SECTION
    612.	MERGER,
    CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.	41
	SECTION
    613.	PREFERENTIAL
    COLLECTION OF CLAIMS AGAINST COMPANY.	41
	SECTION
    614.	APPOINTMENT
    OF AUTHENTICATING AGENT.	41
	 	 	 
	ARTICLE
    VII HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY	42
	 	 	 
	SECTION
    701.	COMPANY
    TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.	42
	SECTION
    702.	PRESERVATION
    OF INFORMATION; COMMUNICATIONS TO HOLDERS.	43
	SECTION
    703.	REPORTS
    BY TRUSTEE.	43
	SECTION
    704.	REPORTS
    BY COMPANY.	43



 






    	 	 	 



     


    




 


	ARTICLE
    VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	44
	 	 	 
	SECTION
    801.	COMPANY
    MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.	44
	SECTION
    802.	SUCCESSOR
    PERSON SUBSTITUTED.	45
	 	 	 
	ARTICLE
    IX SUPPLEMENTAL INDENTURES	45
	 	 	 
	SECTION
    901.	WITHOUT
    CONSENT OF HOLDERS.	45
	SECTION
    902.	WITH
    CONSENT OF HOLDERS.	46
	SECTION
    903.	COMPLIANCE
    WITH TRUST INDENTURE ACT.	47
	SECTION
    904.	REVOCATION
    AND EFFECT OF CONSENTS.	47
	SECTION
    905.	NOTATION
    ON OR EXCHANGE OF SECURITIES.	47
	SECTION
    906.	TRUSTEE
    TO SIGN AMENDMENTS, ETC.	47
	 	 	 
	ARTICLE
    X COVENANTS	48
	 	 	 
	SECTION
    1001.	PAYMENT
    OF PRINCIPAL, PREMIUM AND INTEREST.	48
	SECTION
    1002.	MAINTENANCE
    OF OFFICE OR AGENCY.	48
	SECTION
    1003.	MONEY
    FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.	48
	SECTION
    1004.	EXISTENCE.	49
	SECTION
    1005.	STATEMENT
    BY OFFICERS AS TO DEFAULT.	50
	SECTION
    1006.	WAIVER
    OF CERTAIN COVENANTS.	50
	SECTION
    1007.	ADDITIONAL
    AMOUNTS.	50
	 	 	 
	ARTICLE
    XI REDEMPTION OF SECURITIES	51
	 	 	 
	SECTION
    1101.	APPLICABILITY
    OF ARTICLE.	51
	SECTION
    1102.	ELECTION
    TO REDEEM; NOTICE TO TRUSTEE.	51
	SECTION
    1103.	SELECTION
    BY TRUSTEE OF SECURITIES TO BE REDEEMED.	51
	SECTION
    1104.	NOTICE
    OF REDEMPTION.	52
	SECTION
    1105.	DEPOSIT
    OF REDEMPTION PRICE.	52
	SECTION
    1106.	SECURITIES
    PAYABLE ON REDEMPTION DATE.	52
	SECTION
    1107.	SECURITIES
    REDEEMED IN PART.	53
	SECTION
    1108.	PURCHASE
    OF SECURITIES.	53
	 	 	 
	ARTICLE
    XII SINKING FUNDS	53
	 	 	 
	SECTION
    1201.	APPLICABILITY
    OF ARTICLE.	53
	SECTION
    1202.	SATISFACTION
    OF SINKING FUND PAYMENTS WITH SECURITIES.	54
	SECTION
    1203.	REDEMPTION
    OF SECURITIES FOR SINKING FUND.	54
	 	 	 
	ARTICLE
    XIII MEETINGS OF HOLDERS OF SECURITIES	54
	 	 	 
	SECTION
    1301.	PURPOSES
    FOR WHICH MEETINGS MAY BE CALLED.	54
	SECTION
    1302.	CALL,
    NOTICE AND PLACE OF MEETINGS.	54
	SECTION
    1303.	PERSONS
    ENTITLED TO VOTE AT MEETINGS.	55
	SECTION
    1304.	QUORUM;
    ACTION.	55
	SECTION
    1305.	DETERMINATION
    OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.	56
	SECTION
    1306.	COUNTING
    VOTES AND RECORDING ACTION OF MEETINGS.	56


 




    	 	 	 



     


    

 


INDENTURE


 


THIS
Indenture, dated as of ________ ___, 2021, between Esports Entertainment Group, Inc., a corporation duly organized and existing
under the laws of the State of Nevada (herein called the “Company”), having its principal office at 13/14 Penthouse
Office, Mannarino Road, Birkirkara, Malta, BKR 9080, and ________________, a ________ banking corporation, as Trustee (herein
called the “Trustee”) the office of the Trustee at which at the date hereof its corporate trust business is principally
administered being ______________________.


 


RECITALS
OF THE COMPANY


 


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


 


The
Securities of each series will be in such form as may be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions, substitutions, and other variations as are required
or permitted by this Indenture, and may have such letters, numbers, or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution of the Securities.


 


This
Indenture is subject to the provisions of the Trust Indenture Act and the rules and regulations of the SEC promulgated thereunder
that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions.


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
I


 


DEFINITIONS
AND OTHER PROVISIONS


OF
GENERAL APPLICATION


 


SECTION
101. DEFINITIONS.


 


For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(1)
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 




    	 	 	 



     


    

 


(2)
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States at the date of such computation; and


 


(3)
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.


 


Certain
terms, used principally in Article V, are defined in Section 102.


 


“Act”
when used with respect to any Holder, has the meaning specified in Section 105.


 


“Additional
Amounts” means any additional amounts that are required by the express terms of a Security or by or pursuant to a Board
Resolution, under circumstances specified therein or pursuant thereto, to be paid by the Company with respect to certain taxes,
assessments or other governmental charges imposed on certain Holders and that are owing to such Holders.


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the Trustee pursuant to Section 614 to authenticate
Securities of one or more series.


 


“Authorized
Newspaper” means a newspaper, in the English language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the
place in connection with which the term is used or in the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any Business Day.


 


“Board
of Directors” means


 


(1)
with respect to a corporation, the board of directors of the corporation;


 


(2)
with respect to a partnership, the board of directors of the general partner of the partnership; and


 


(3)
with respect to any other Person, the board or committee of such Person serving a similar function.


 


“Board
Resolution” means, with respect to any Person, a resolution of such Person duly adopted by the Board of Directors of such
Person and in full force and effect.


 


“Book-Entry
Security” has the meaning specified in Section 204.


 




    	-2-



     


    

 


“Business
Day,” when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in that Place of Payment or the city in which the Corporate Trust Office is located are
authorized or obligated by law or executive order to close.


 


“Capital
Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of
a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.


 


“Capital
Stock” means:


 


(i)
in the case of a corporation, corporate stock;


 


(ii)
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(iii)
in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


 


(iv)
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Company”
means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor
Person.


 


“Company
Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company
by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller,
an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is that indicated in the introductory paragraph of this Indenture or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company.


 


“Currency
Agreement” means, with respect to any specified Person, any foreign exchange contract, currency swap agreement or other
similar agreement or arrangement designed to protect such specified Person against fluctuations in currency values.


 


“Default”
means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an
Event of Default.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Depositary”
means, with respect to the Securities of any series issuable or issued in the form of a global Security, the Person designated
as Depositary by the Company pursuant to Section 301 until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such person, “Depositary” as used with respect to the Securities
of any series shall mean the Depositary with respect to the Securities of that series.


 




    	-3-



     


    

 


“Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall
be legal tender for the payment of public and private debts.


 


“Event
of Default” has the meaning specified in Section 501.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession
of the United States of America, as in effect as of the date of issuance of Securities.


 


“Guarantee”
means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct
or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement
agreements), of all or any part of Indebtedness.


 


“Guarantor”
means any Subsidiary that incurs a Guarantee.


 


“Hedging
Agreement” means, with respect to any Person, any agreement with respect to the hedging of price risk associated with the
purchase of commodities used in the business of such Person, so long as any such agreement has been entered into in the ordinary
course of business and not for purposes of speculation.


 


“Holder”
when used with respect to any Security, means the Person in whose name the Security is registered in the Security Register.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of:


 


(1)
borrowed money;


 


(2)
evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof)
(other than obligations with respect to letters of credit securing obligations (other than obligations described in clause (1),
(2) and (4) of this definition) entered into in the ordinary course of business of such Person to the extent that such letters
of credit are not drawn upon);


 


(3)
banker’s acceptances;


 


(4)
any Capital Lease Obligations;


 


(5)
the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense
or trade payable incurred in the ordinary course of business; or


 


(6)
any Hedging Agreements,


 


if
and to the extent any of the preceding items (other than letters of credit and Hedging Agreements) would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any indebtedness
of any other Person.


 




    	-4-



     


    

 


The
amount of any Indebtedness outstanding as of any date shall be:


 


(1)
the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and


 


(2)
the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other
Indebtedness.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series
of Securities established as contemplated by Section 301 and the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument.


 


“Interest
Payment Date,” means the Stated Maturity of an installment of interest on such Security.


 


“Interest
Swap Obligations,” means the obligations of any Person pursuant to any arrangement with any other Person, whereby directly
or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating
or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated
by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest
rate swaps, options, caps, floors, collars and similar agreements.


 


“Lien”
means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).


 


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


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer,
the Controller, the Secretary or an Assistant Treasurer, Assistant Controller or Assistant Secretary, of the Company, and delivered
to the Trustee, which certificate shall be in compliance with Section 103 hereof.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel for or an employee of the Company, rendered, if applicable,
in accordance with Section 314(c) of the Trust Indenture Act, which opinion shall be in compliance with Section 103 hereof.


 


“Original
Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.





 




    	-5-



     


    




 


“Outstanding”
when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:


 


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


 


(ii)
Securities for whose payment or redemption money in the necessary amount has been theretofore irrevocably deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; and


 


(iii)
Securities that have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given
any request, demand, authorization, direction, notice, consent or waiver hereunder, or whether a quorum is present at a meeting
of Holders of Securities, (a) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding
for such purposes shall be the principal amount thereof that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof pursuant to Section 502, (b) the principal amount of a Security denominated in a foreign
currency shall be the U.S. Dollar equivalent, determined by the Company on the date of original issuance of such Security, of
the principal amount (or, in the case of an Original Issue Discount Security, the U.S. Dollar equivalent, determined on the date
of original issuance of such Security, of the amount determined as provided in (a) above), of such Security and (c) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence
of a quorum, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor.


 


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


 


“Person”
means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof.


 


“Place
of Payment” when used with respect to the Securities of any series, means the place or places where the principal of (and
premium, if any) and interest on the Securities of that series are payable as specified in accordance with Section 301 subject
to the provisions of Section 1002.


 


“Post-Petition
Interest” means any interest that accrues after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of the Company (or would accrue but for the operation of applicable bankruptcy or insolvency
laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.


 




    	-6-



     


    

 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.


 


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


 


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


 


“Registered
Security” means any Security in the form established pursuant to Section 201 which is registered in the Security Register.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of any series means the
date specified for that purpose as contemplated by Section 301, or, if not so specified, the last day of the calendar month preceding
such Interest Payment Date if such Interest Payment Date is the fifteenth day of the calendar month or the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest Payment Date is the first day of a calendar month, whether
or not such day shall be a Business Day.


 


“Responsible
Officer” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee including
any vice-president, assistant vice-president, assistant treasurer, trust officer or any other officer who customarily performs
functions similar to those performed by the Persons who at the time shall be such officers who have direct responsibility for
the administration of the Indenture 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.


 


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


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 305.


 


“Special
Record Date” for the payment of any Defaulted Interest on the Registered Securities of any series means a date fixed by
the Trustee pursuant to Section 307.


 


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


 


“Subsidiary”
means, with respect to any specified Person:


 


(i)
any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election
of directors under ordinary circumstances shall at the time be owned, directly or indirectly by such Person; or


 


(ii)
any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or
indirectly, owned by such Person.


 




    	-7-



     


    

 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include
each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used
with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except
as provided in Section 903.


 


“United
States” means the United States of America (including the States and the District of Columbia) and its “possessions,”
which include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


 


“United
States Alien” means any Person who, for United States federal income tax purposes, is a foreign corporation, a nonresident
alien individual, a nonresident alien or foreign fiduciary of an estate or trust, or a foreign partnership.


 


“U.S.
Government Obligations” means direct noncallable obligations of, or noncallable obligations the payment of principal of
and interest on which is guaranteed by, the United States of America, or to the payment of which obligations or guarantees the
full faith and credit of the United States of America is pledged, or beneficial interests in a trust the corpus of which consists
exclusively of money or such obligations or a combination thereof.


 


“Vice
President” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by
a number or a word or words added before or after the title “vice president”.


 


“Wholly
Owned Subsidiary” of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other
than in the case of a Restricted Subsidiary that is incorporated in a jurisdiction other than a State in the United States of
America or the District of Columbia, directors’ qualifying shares or an immaterial amount of shares required to be owned
by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.


 


“Yield
to Maturity” when used with respect to any Original Issue Discount Security, means the yield to maturity, if any, set forth
on the face thereof.


 


SECTION
102. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.


 


Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part
of this Indenture. The following Trust Indenture Act terms used in this Indenture have the following meanings:


 


“Bankruptcy
Act” means the Bankruptcy Act or Title 11 of the United States Code, as amended.


 


“indenture
securities” means the Securities.


 


“indenture
securityholder” means a Holder.


 


“indenture
to be qualified” means this Indenture.


 




    	-8-



     


    




 


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


 


“obligor”
on the indenture securities means the Company or any other obligor on the Securities.


 


All
terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another
statute or defined by SEC rule under the Trust Indenture Act and not otherwise defined herein have the meanings assigned to them
therein.


 


SECTION
103. COMPLIANCE CERTIFICATES AND OPINIONS.


 


Except
as otherwise expressly provided by this Indenture, upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any (including any covenants the compliance with which constitutes a condition precedent), provided for
in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion
of such counsel all such conditions precedent, if any (including any covenants the compliance with which constitutes a condition
precedent), have been complied with, except that in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.


 


Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include


 


(1)
a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


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


 


(3)
a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to
enable such Person 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 each such Person, such condition or covenant has been complied with.


 


SECTION
104. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.


 


In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered
by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 




    	-9-



     


    

 


Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.
Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters
is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.


 


Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


 


SECTION
105. ACTS OF HOLDERS; RECORD DATES.


 


(1)
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments and so voting
at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding of any
Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1306.


 


The
Company may set in advance a record date for purposes of determining the identity of Holders of Registered Securities entitled
to vote or consent to any action by vote or consent authorized or permitted under this Indenture. If not set by the Company prior
to the first solicitation of a Holder of Registered Securities of such series made by any Person in respect of any such action,
or in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the later of 30 days
prior to such first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior
to such solicitation. If a record date is fixed, those Persons who were Holders of Outstanding Registered Securities at such record
date (or their duly designated proxies), and only those Persons, shall be entitled with respect to such Securities to take such
action by vote or consent or to revoke any vote or consent previously given, whether or not such Persons continue to be Holders
after such record date. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall
cause notice thereof to be given to the Trustee in writing in the manner provided in Section 106 and to the relevant Holders as
set forth in Section 107.


 


(2)
The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the Trustee deems sufficient.


 


(3)
The principal amount and serial numbers of Registered Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register.


 




    	-10-



     


    

 


(4)
Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security. Any Holder or subsequent Holder may revoke the request,
demand, authorization, direction, notice, consent or other Act as to his Security or portion of his Security; provided,
however, that such revocation shall be effective only if the Trustee receives the notice of revocation before the date
the Act becomes effective.


 


SECTION
106. NOTICES, ETC., TO TRUSTEE AND COMPANY.


 


Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,


 


(1)
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or


 


(2)
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee
by the Company, Attention: Corporate Secretary.


 


The
Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.


 


All
notices and communications (other than those sent to the Trustee) shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next-day delivery. All notices and communications to the Trustee shall be deemed duly given and effective only upon
receipt.


 


Any
notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or
by overnight air courier guaranteeing next-day delivery to its address shown on the Security Register. Any notice or communication
shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice
or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.


 


If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not
the addressee receives it.


 


If
the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 




    	-11-



     


    

 


SECTION
107. NOTICE TO HOLDERS; WAIVER.


 


Where
this Indenture provides for notice to Holders of Securities of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the
address of such Holder as it appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.


 


In
case by reason of the suspension of regular mail service, or by reason of any other cause it shall be impracticable to give such
notice to Holders of Registered Securities by mail, then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. In any case in which notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of
a Registered Security, shall affect the sufficiency of such notice with respect to other Holders of Registered Securities.


 


Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 


SECTION
108. CONFLICT WITH TRUST INDENTURE ACT.





 


If
any provision hereof limits, qualifies or conflicts with any provision of the Trust Indenture Act or another provision hereof
required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such provision of the Trust Indenture
Act shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be
so modified or excluded, the former provision shall be deemed to apply to this Indenture as so modified or to be excluded.


 


SECTION
109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.





 


The
Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


SECTION
110. SUCCESSORS AND ASSIGNS.





 


All
covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether or not so expressed.


 


SECTION
111. SEPARABILITY CLAUSE.





 


In
case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION
112. BENEFITS OF INDENTURE.





 


Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, any Authenticating Agent, Paying Agent and Security Registrar, and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.


 




    	-12-



     


    

 


SECTION
113. GOVERNING LAW.


 


This
Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, but without
giving effect to applicable principles of conflicts of law to the extent the application of the laws of another jurisdiction would
be required thereby.


 


SECTION
114. LEGAL HOLIDAYS.





 


In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of principal and interest
(and premium and Additional Amounts, if any) need not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be.


 


SECTION
115. CORPORATE OBLIGATION.





 


No
recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, officer,
director or employee of the Company or the Trustee or of any predecessor or successor of the Company or the Trustee with respect
to the Company’s obligations on the Securities or the obligations of the Company or the Trustee under this Indenture or
any certificate or other writing delivered in connection herewith.


 


SECTION
116. WAIVER OF TRIAL JURY.





 


EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.


 


SECTION
117. FORCE MAJEURE.





 


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


 




    	-13-



     


    

 


ARTICLE
II


 


SECURITY
FORMS


 


SECTION
201. FORMS GENERALLY.





 


The
Securities of each series shall be Registered Securities and shall be in substantially such form or forms (including temporary
or permanent global form) as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution of the Securities. If temporary Securities of any series
are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence.
A copy of the Board Resolution establishing the form or forms of Securities of any series (or any such temporary global Security)
shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities (or any such temporary global Security).


 


The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officers executing such Securities, as evidenced by their execution thereof.


 


SECTION
202. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.


 


The
Trustee’s certificate of authentication shall be in substantially the following form:


 


“This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


 


	 	By	 
	 	 	AUTHORIZED
    OFFICER”


 


SECTION
203. SECURITIES IN GLOBAL FORM.





 


If
Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section
301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to
time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced
to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such
Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to Section
303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security
or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered,
any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel.


 


The
provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which
need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal
amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303.


 




    	-14-



     


    

 


Notwithstanding
the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and
premium, if any) and interest on any Security in permanent global form shall be made to the Person or Persons specified therein.


 


Notwithstanding
the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the
Company or of the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities represented by
a global Security as shall be specified in a written statement, if any, of the Holder of such global Security, which is produced
to the Security Registrar by such Holder.


 


Global
Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form.


 


SECTION
204. BOOK-ENTRY SECURITIES.





 


Notwithstanding
any provision of this Indenture to the contrary:


 


(a)  At
the discretion of the Company, any Registered Security may be issued from time to time, in whole or in part, in permanent global
form registered in the name of a Depositary, or its nominee. Each such Registered Security in permanent global form is hereafter
referred to as a “Book-Entry Security.” Subject to Section 303, upon such election, the Company shall execute, and
the Trustee or an Authenticating Agent shall authenticate and deliver, one or more Book-Entry Securities that (i) are denominated
in an amount equal to the aggregate principal amount of the Outstanding Securities of such series if elected in whole or such
lesser amount if elected in part, (ii) are registered in the name of the Depositary or its nominee, (iii) are delivered by the
Trustee or an Authenticating Agent to the Depositary or pursuant to the Depositary’s instructions and (iv) bear a legend
in substantially the following form (or such other form as the Depositary and the Company may agree upon):





 


UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY], TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [NOMINEE OF THE DEPOSITARY] OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY] (AND ANY PAYMENT IS MADE TO [NOMINEE OF THE DEPOSITARY]
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [NOMINEE OF THE DEPOSITARY],
HAS AN INTEREST HEREIN.





 


(b)  Any
Book-Entry Security shall be initially executed and delivered as provided in Section 303. Notwithstanding any other provision
of this Indenture, unless and until it is exchanged in whole or in part for Registered Securities not issued in global form, a
Book-Entry Security may not be transferred except as a whole by the Depositary to a nominee of such Depositary, by a nominee of
such Depositary to such Depositary or another nominee of such Depositary, or by such Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.


 







    	-15-



     


    

 


(c)  If
at any time the Depositary notifies the Company or the Trustee that it is unwilling or unable to continue as Depositary for any
Book-Entry Securities, the Company shall appoint a successor Depositary, whereupon the retiring Depositary shall surrender or
cause the surrender of its Book-Entry Security or Securities to the Trustee. The Trustee shall promptly notify the Company upon
receipt of such notice. If a successor Depositary has not been so appointed by the effective date of the resignation of the Depositary,
the Book-Entry Securities will be issued as Registered Securities not issued in global form, in an aggregate principal amount
equal to the principal amount of the Book-Entry Security or Securities theretofore held by the Depositary.


 


The
Company may at any time and in its sole discretion determine that the Securities shall no longer be Book-Entry Securities represented
by a global certificate or certificates, and will so notify the Depositary. Upon receipt of such notice, the Depositary shall
promptly surrender or cause the surrender of its Book-Entry Security or Securities to the Trustee. Concurrently therewith, Registered
Securities not issued in global form will be issued in an aggregate principal amount equal to the principal amount of the Book-Entry
Security or Securities theretofore held by the Depositary.


 


Upon
any exchange of Book-Entry Securities for Registered Securities not issued in global form as set forth in this Section 204(c),
such Book-Entry Securities shall be cancelled by the Trustee, and Securities issued in exchange for such Book-Entry Securities
pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Book-Entry
Securities, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee
or any Authenticating Agent shall deliver such Securities to the Persons in whose names such Securities are so registered.


 


(d)  The
Company and the Trustee shall be entitled to treat the Person in whose name any Book-Entry Security is registered as the Holder
thereof for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the
Trustee or the Company; and the Trustee and the Company shall have no responsibility for transmitting payments to, communication
with, notifying, or otherwise dealing with any beneficial owners of any Book-Entry Security. Neither the Company nor the Trustee
shall have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including the
Depositary, except for the Holder of any Book-Entry Security; provided however, notwithstanding anything herein to the
contrary, (i) for the purposes of determining whether the requisite principal amount of Outstanding Securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver, instruction or other action hereunder as of any
date, the Trustee shall treat any Person specified in a written statement of the Depositary with respect to any Book-Entry Securities
as the Holder of the principal amount of such Securities set forth therein and (ii) nothing herein shall prevent the Company,
the Trustee, or any agent of the Company or Trustee, from giving effect to any written certification, proxy or other authorization
furnished by a Depositary with respect to any Book-Entry Securities, or impair, as between a Depositary and holders of beneficial
interests in such Securities, the operation of customary practices governing the exercise of the rights of the Depositary as Holder
of such Securities.


 


(e)  So
long as any Book-Entry Security is registered in the name of a Depositary or its nominee, all payments of the principal of (and
premium, if any) and interest on such Book-Entry Security and redemption thereof and all notices with respect to such Book-Entry
Security shall be made and given, respectively, in the manner provided in the arrangements of the Company with such Depositary.


 







    	-16-



     


    

 


ARTICLE
III


 


THE
SECURITIES


 


SECTION
301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.





 


The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.


 


The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth
in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series:


 


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


 


(2)  any
limit, if any, upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 304, 305, 306, 905 or 1107);


 


(3)  whether
Securities of the series are to be issuable as Registered Securities, whether any Securities of the series are to be issuable
initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form, as Book-Entry
Securities or otherwise, and, if so, whether beneficial owners of interests in any such permanent global Security may exchange
such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under
which any such exchanges may occur, if other than in the manner provided in Section 305, and the Depositary for any global Security
or Securities;


 


(4)  the
manner in which any interest payable on a temporary global Security on any Interest Payment Date will be paid if other than in
the manner provided in Section 304;


 


(5)  the
date or dates on which the principal of (and premium, if any, on) the Securities of the series is payable or the method of determination
thereof;


 


(6)  the
rate or rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if any, whether
and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and, if other than as set forth
in Section 101, the Regular Record Date for the interest payable on any Registered Securities on any Interest Payment Date;


 


(7)  if
other than the Corporate Trust Office of the Trustee, the place or places where, subject to the provisions of Section 1002, the
principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series shall
be payable;


 


(8)  the
period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms
and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the
Company is to have that option, and the manner in which the Company must exercise any such option;


 







    	-17-



     


    

 


(9)  the
obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof and the period or periods within which, the price or prices (whether denominated in cash,
securities or otherwise) 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;


 


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


 


(11)  the
currency or currencies (including composite currencies) in which payment of the principal of (and premium, if any), any interest
on and any Additional Amounts with respect to the Securities of the series shall be payable if other than the currency of the
United States of America;


 


(12)  if
the principal of (and premium, if any) or interest on the Securities of the series are to be payable, at the election of the Company
or a Holder thereof, in a currency or currencies (including composite currencies) other than that in which the Securities are
stated to be payable, the currency or currencies (including composite currencies) in which payment of the principal of (and premium,
if any) and interest on and any Additional Amounts with respect to Securities of such series as to which such election is made
shall be payable, and the periods within which and the terms and conditions upon which such election is to be made;


 


(13)  if
the amount of payments of principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities
of the series may be determined with reference to any commodities, currencies or indices, or values, rates or prices, the manner
in which such amounts shall be determined;


 


(14)  if
other than the entire principal amount thereof, the portion of the principal amount of Securities of the series that shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;


 


(15)  any
additional means of satisfaction and discharge of this Indenture with respect to Securities of the series pursuant to Section
401, any additional conditions to discharge pursuant to Section 401, 402, 403, 404, or 405, and the application, if any, of Section
403 and 404;


 


(16)  any
deletions or modifications of or additions to the Events of Default set forth in Section 501, the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502, or the covenants
of the Company set forth in Article X pertaining to the Securities of the series;


 


(17)  the
terms, if any, on which the Securities of any series may be converted into or exchanged for stock or other securities of the Company
or other entities, any specific terms relating to the adjustment thereof and the period during which such Securities may be so
converted or exchanged;


 


(18)  whether
the Securities of a series will be issued as part of units consisting of Securities and other securities of the Company or another
issuer; and


 


(19)  any
other terms of the series permitted under the provisions of the Trust Indenture Act.


 







    	-18-



     


    

 


All
Securities of any one series shall be substantially identical except, in the case of Registered Securities, as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303)
set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture
supplemental hereto.


 


All
Securities of any one series need not be issued at the same time and, unless otherwise provided in such Board Resolution or supplemental
indenture, a series may be reopened for issuances of additional Securities of such series pursuant to a Board Resolution or in
any indenture supplemental hereto.


 


At
the option of the Company, interest on the Registered Securities of any series that bears interest may be paid by mailing a check
or otherwise transmitting payment to the address of any Holder as such address shall appear in the Security Register.


 


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


 


SECTION
302. DENOMINATIONS.





 


The
Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. In the
absence of any such provisions with respect to the Securities of any series, the Registered Securities of such series denominated
in Dollars shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Unless otherwise
provided as contemplated by Section 301 with respect to any series of Securities, any Securities of a series denominated in a
currency other than Dollars shall be issuable in denominations that are the equivalent, as determined by the Company by reference
to the noon buying rate in the City of New York for cable transfers for such currency, as such rate is reported or otherwise made
available by the Federal Reserve Bank of New York, on the applicable issue date for such Securities, of $2,000 and any integral
multiple of $1,000 in excess thereof.


 


SECTION
303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.





 


The
Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President,
its Chief Financial Officer, its Treasurer or one of its Vice Presidents, under its corporate seal reproduced thereon or affixed
thereto attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile. Coupons shall bear the facsimile signature of the Chairman of the Board, President, Treasurer or any
Vice President of the Company.


 


Securities
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such Securities.


 


At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of
such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities as in this
Indenture provided and not otherwise.


 




    	-19-



     


    

 


If
the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions or Officer’s
Certificate as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be given (in addition to the other documents required by
Section 103 hereof), and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(a)  if
the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form
has been established in conformity with the provisions of this Indenture;


 


(b)  if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms
have been established in conformity with the provisions of this Indenture; and


 


(c)  that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance
with their terms, except as such enforcement is subject to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization
or other laws relating to or affecting creditors’ rights, and general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law); provided that such Opinion of Counsel need express no opinion as to
whether a court in the United States would render a money judgment in currency other than that of the United States.





 


If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee.


 


Each
Security shall be dated the date of its authentication.


 


No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which need not comply with Section 103 and need not
be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes
of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.


 


SECTION
304. TEMPORARY SECURITIES.





 


Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order, the Trustee shall authenticate
and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and
with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such
Securities may determine, as evidenced by their execution of such Securities.


 




    	-20-



     


    

 


Except
in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to
be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations.
Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of such series.


 


All
Outstanding temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and of like tenor authenticated and delivered hereunder.


 


SECTION
305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.





 


The
Company shall cause to be kept for each series of Securities at one of the offices or agencies maintained pursuant to Section
1002 a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities
of such series. The Trustee is hereby initially appointed “Security Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided.


 


Upon
surrender for registration of transfer of any Registered Security of any series at the office or agency in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series and of like tenor, of any authorized denominations and
of a like aggregate principal amount.


 


At
the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series
and of like tenor, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities
to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive.


 




    	-21-



     


    

 


Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange
such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination,
as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date
on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in
an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or
after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from
time to time in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but
need not comply with Section 103 or be accompanied by an Opinion of Counsel) or such other depositary as shall be specified in
the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole
or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange
for each portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided,
however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection
of Securities of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange
in part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary
or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a Registered
Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable
on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect
of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture.


 


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


 


No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer
or exchange of Securities, other than exchange pursuant to Section 304, 905 or 1107 not involving any transfer.


 


The
Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected
for redemption and ending at the close of business on the day of the mailing of the relevant notice of redemption or (ii) to register
the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion
of any Security being redeemed in part.


 


SECTION
306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.





 


If
any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
Outstanding.


 




    	-22-



     


    

 


If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost
or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
Outstanding.


 


In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security.


 


Upon
the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fee and expenses of
the Trustee) connected therewith.


 


Every
new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any
and all other Securities of that series duly issued hereunder.


 


The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities.


 


SECTION
307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.





 


Interest
on any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest. Unless otherwise provided with respect to the Securities of any series, payment
of interest may be made at the option of the Company by check mailed or delivered to the address of any Person entitled thereto
as such address shall appear in the Security Register.


 


Any
interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in clause (1) or (2) below:


 




    	-23-



     


    

 


(1)  The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered
Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record
Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published
at least once in an Authorized Newspaper, but such publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).


 


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





 


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


 


SECTION
308. PERSONS DEEMED OWNERS.





 


Prior
to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security
for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest on such
Registered Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


SECTION
309. CANCELLATION.





 


All
Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Registered Securities so delivered
shall be promptly cancelled by the Trustee. 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 all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of in its customary manner.


 




    	-24-



     


    

 


SECTION
310. COMPUTATION OF INTEREST.


 


Except
as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series
shall be computed on the basis of a year comprising twelve 30-day months.


 


SECTION
311. CUSIP NUMBERS.





 


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


 


ARTICLE
IV


 


SATISFACTION
AND DISCHARGE; LEGAL DEFEASANCE AND


COVENANT
DEFEASANCE


 


SECTION
401. SATISFACTION AND DISCHARGE OF INDENTURE.





 


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


 


(1)  either





 


(A)  all
such Securities of such series theretofore authenticated and delivered (other than (i) such Securities which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) such Securities of such series for whose
payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


(B)  all
such Securities of such series not theretofore delivered to the Trustee for cancellation





 


(i)  have
become due and payable, or


 


(ii)  will
become due and payable at their Stated Maturity within one year, or


 


(iii)  are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, 


 







    	-25-



     


    

 





and the Company, in the case of (B)(i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee, as funds in trust for such purpose, an amount in the currency or currencies
or currency unit or units in which such Securities of such series are payable or U.S. Government Obligations maturing as to principal
and interest in such amounts and at such times as will, together with any interest thereon, be sufficient to pay and discharge
the entire indebtedness on such Securities of such series not theretofore delivered to the Trustee for cancellation, for principal
and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;


 


(2)  the
Company has paid or caused to be paid all other sums payable hereunder by the Company; and


 


(3)  the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series of Securities
have been complied with.





 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Outstanding Securities of such series pursuant to this Section
401, the obligations of the Company to the Trustee under Section 607 and to any Authenticating Agent under Section 614 and, if
money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 406, Article VI and the last paragraph of Section 1003 shall survive such
satisfaction and discharge.


 


SECTION
402. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.





 


In
addition to the Company’s rights under Section 401 (which shall not be affected by this Section 402), the Company may, at
the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect
to have either Section 403 or 404 hereof applied to all Outstanding Securities of any series upon compliance with the conditions
set forth in Sections 403 through 406 hereof.


 


SECTION
403. LEGAL DEFEASANCE AND DISCHARGE.





 


Upon
the Company’s exercise under Section 402 hereof of the option applicable to this Section 403, the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 405 hereof, be deemed to have been discharged from their
obligations with respect to all Outstanding Securities of a series on the date the conditions set forth below are satisfied (hereinafter,
“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the Outstanding Securities of a series, which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 406 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to
have satisfied all its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of Outstanding Securities of any series to receive
payments in respect of the principal of, premium, if any, and interest, if any, on such Securities when such payments are due
from the trust referred to in Section 405, (b) the Company’s obligations with respect to such Securities under Sections
304, 305, 306 and 1002 of this Indenture, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith and (d) this Article IV. Subject to compliance with Sections 402 through 406
hereof, the Company may exercise its option under this Section 403 notwithstanding the prior exercise of its option under Section
404 hereof.


 




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SECTION
404. COVENANT DEFEASANCE.


 


Upon
the Company’s exercise under Section 402 hereof of the option applicable to this Section 404, the Company shall, subject
to the satisfaction of the conditions set forth in Section 405 hereof, be released from the operation of Section 801 hereof with
respect to the Outstanding Securities of a series and any other covenant contained in the Board Resolution or supplemental indenture
relating to such series on and after the date the conditions set forth in Section 405 are satisfied (hereinafter, “Covenant
Defeasance”), and the Securities of such series shall thereafter be deemed not “outstanding” for the purposes
of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that
such Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the Outstanding Securities of such series, the Company may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an Event of Default under Section 501 hereof, but,
except as specified above, the remainder of this Indenture and such series of Securities shall be unaffected thereby. In addition,
upon the Company’s exercise under Section 402 hereof of the option applicable to this Section 404 hereof, subject to the
satisfaction of the conditions set forth in Section 405 hereof, Sections 501(3) through 501(6) and Section 501(9) hereof shall
not constitute Events of Default.


 


SECTION
405. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.





 


The
following shall be the conditions to the application of either Section 403 or 404 hereof to the Outstanding Securities of any
series:


 


In
order to exercise either Legal Defeasance or Covenant Defeasance:


 


(a)  the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities, cash in United
States dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, to pay the principal
of, or interest and premium, if any, on the Outstanding Securities of such series on the Stated Maturity or on the applicable
redemption date, as the case may be, and the Company must specify whether the Securities are being defeased to maturity or to
a particular redemption date;


 


(b)  in
the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling
or (ii) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Outstanding Securities of such
series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal 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
Legal Defeasance had not occurred;


 


(c)  in
the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to
the Trustee confirming 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;


 







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(d)  no
Default or Event of Default shall have occurred and be continuing either: (i) on the date of such deposit (other than a Default
or Event of Default resulting from the borrowing of funds to be applied to such deposit); or (ii) insofar as Events of Default
from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;


 


(e)  such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material
agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company is bound;


 


(f)  the
Company must have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the
Company or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an
“insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally;


 


(g)  the
Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Securities over the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others; and


 


(h)  the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.





 


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





 


Subject
to Section 407 hereof, all money and non callable U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this Section 406, the “Trustee”) pursuant to
Section 401 or 404 hereof in respect of the Outstanding Securities of any series shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying
agent (including the Company acting as 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, premium on , if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable
U.S. Government Obligations deposited pursuant to Section 401 or 404 hereof or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities.


 


Anything
in this Article IV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the
written request of the Company any money or non-callable U.S. Government Obligations held by it as provided in Section 401 or
404 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture.


 




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SECTION
407. REPAYMENT TO COMPANY.


 


Any
money deposited with the Trustee or any paying agent, or then held by the Company, in trust for the payment of the principal of,
premium on, if any, or interest on any Securities and remaining unclaimed for two years after such principal, and premium, if
any, or interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Securities shall thereafter, as an unsecured creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such paying agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
paying agent, before being required to make any such repayment, may at the expense of the Company cause to be published once,
in the New York Times and The Wall Street Journal (national edition), 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 notification or publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


SECTION
408. REINSTATEMENT.





 


If
the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations deposited with respect to Securities of
any series in accordance with Section 401, 403 or 404 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations
under this Indenture with respect to the Securities of such series and the Securities of such series shall be revived and reinstated
as though no deposit had occurred pursuant to Section 401, 403 or 404 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance with Section 401, 403 or 404 hereof, as the case
may be; provided, however, that, if the Company makes any payment of principal of, premium on, if any, or interest
on any Securities following 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 or U.S. Government Obligations held by the Trustee or Paying Agent.


 


ARTICLE
V


 


REMEDIES


 


SECTION
501. EVENTS OF DEFAULT.





 


An
“Event of Default” on a series occurs if:


 


(1)  the
Company defaults in the payment of interest on any Security of such series when the same becomes due and payable and the Default
continues for a period of 30 days;


 


(2)  the
Company defaults in the payment of the principal of any Security of such series when the same becomes due and payable at maturity,
upon redemption or otherwise;


 


(3)  the
Company fails to comply with any of its other agreements in the Securities of such series or this Indenture (as they relate thereto)
and the Default continues for the period and after the notice specified below (except in the case of a default with respect to
any Change of Control Provisions or Article VIII (or any replacement provisions contemplated by Article VIII), which will constitute
Events of Default with notice but without passage of time);


 







    	-29-



     


    

 


(4)  the
acceleration of any Indebtedness of the Company in an amount of $50 million or more, individually or in the aggregate, and such
acceleration does not cease to exist, or such Indebtedness is not satisfied, in either case within five days after such acceleration;


 


(5)
the failure by the Company to make any principal or interest payment in an amount of
$50 million or more, individually or in the aggregate, in respect of Indebtedness of the Company within five days of such principal
or interest becoming due and payable (after giving effect to any applicable grace period set forth in the documents governing
such Indebtedness);


 


(6)  a
final judgment or judgments in an amount of $50 million or more, individually or in the aggregate, for the payment of money having
been entered by a court or courts of competent jurisdiction against the Company and such judgment or judgments is not satisfied,
stayed, annulled or rescinded within 90 days after being entered;


 


(7)  the
Company 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, or


 


(d)  makes
a general assignment for the benefit of creditors;





 


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





 


(a)  is
for relief against the Company in an involuntary case,


 


(b)  appoints
a Custodian of the Company or for all or substantially all of its property, or


 


(c)  orders
the liquidation of the Company,





 


and
the order or decree remains unstayed and in effect for 60 days; or


 


(9)  any
other Event of Default occurs with respect to Securities of that series as provided in the supplemental indenture or Board Resolutions
establishing such series of Securities.





 


The
term “Bankruptcy Law” means the Bankruptcy Act 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.


 




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A
Default under clause (3) above is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25%
in principal amount of the Securities of the applicable series notify the Company and the Trustee of the Default and (except in
the case of a default with respect to any provisions of any supplemental indenture or Board Resolution establishing such series
of Securities giving the Holders of Securities of such series the right to require the Company to repurchase or redeem such Securities
of such series upon the occurrence of a change of control prior to the final maturity date of such Securities of such series (“Change
of Control Provisions”) or Article VIII (or any replacement provisions contemplated by Article VIII)) the Company does not
cure the Default within 90 days after receipt of the notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a “Notice of Default.”


 


SECTION
502. ACCELERATION.





 


If
any Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 501 hereof) with respect to Securities
of any series occurs and is continuing, either the Trustee or the Holders of at least 25% in principal amount of the then Outstanding
Securities of that series may declare all the Securities of that series to be due and payable immediately. Upon any such declaration,
the Securities of that series shall become due and payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders). Notwithstanding the foregoing, if an Event of Default specified in clause (7) or (8) of Section 501 hereof
occurs with respect to any series of Securities, all outstanding Securities of that series shall become due and payable without
further action or notice. The Holders of a majority in aggregate principal amount of Securities of any series then Outstanding
by notice to the Trustee may on behalf of the Holders of all of the Securities of that series waive any existing Default or Event
of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest
or premium, if any, on, or the principal of, the Securities of that series.


 


SECTION
503. OTHER REMEDIES.





 


If
an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, and interest 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 in a series or does not produce any of them
in the proceeding. A delay or omission by the Trustee or any Holder of a Security 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. All
remedies are cumulative to the extent permitted by law.


 


SECTION
504. WAIVER OF PAST DEFAULTS.





 


Holders
of not less than a majority in aggregate principal amount of the then outstanding Securities in any series by notice to the Trustee
may on behalf of the Holders of all of the Securities of that series waive any existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on,
the Securities of that series (including in connection with an offer to purchase) (provided, however, that the Holders
of a majority in aggregate principal amount of the then outstanding Securities of any series may rescind an acceleration and its
consequences, including any related payment default that resulted from such acceleration, with respect to that series). Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.


 






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SECTION
505. CONTROL BY MAJORITY.


 


With
respect to any series of Securities, Holders of a majority in principal amount of the then outstanding Securities of that series
may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising
any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture
that the Trustee determines may be unduly prejudicial to the rights of other Holders of Securities of any series or that may involve
the Trustee in personal liability.


 


SECTION
506. LIMITATION ON SUITS.


 


A
Holder of a Security of any series may pursue a remedy with respect to this Indenture or the Securities of that series only if:


 


(a)
the Holder of a Security of that series gives to the Trustee written notice of a continuing Event of Default;


 


(b)
the Holders of at least 25% in principal amount of the then outstanding Securities of that series make a written request to the
Trustee to pursue the remedy;


 


(c)
such Holder of a Security or Holders of Securities offer and, if requested, provide to the Trustee indemnity satisfactory to the
Trustee against any loss, liability or expense;


 


(d)
the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the
provision of indemnity; and


 


(e)
during such 60-day period the Holders of a majority in principal amount of the then outstanding Securities of that series do not
give the Trustee a direction inconsistent with the request.


 


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


 


SECTION
507. RIGHTS OF HOLDERS OF SECURITIES TO RECEIVE PAYMENT.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security of any series to receive payment of principal, premium,
if any, and interest on the Security, on or after the respective due dates expressed in the Security (including in connection
with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.


 


SECTION
508. COLLECTION SUIT BY TRUSTEE.


 


With
respect to the Securities of any series, if an Event of Default specified in clause (1) or (2) of Section 501 hereof occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of, premium on, if any, and interest remaining unpaid on the Securities of that series and interest
on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 




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SECTION
509. TRUSTEE MAY FILE PROOFS OF CLAIM.


 


The
Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders of the Securities of any series allowed in any judicial proceedings relative
to the Company (or any other obligor upon the Securities), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any
such judicial proceeding is hereby authorized by each Holder of that series to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the Holders, 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 607 of this Indenture. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607 of
this Indenture out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder of any series of Securities any plan of reorganization, arrangement, adjustment or composition affecting
the Securities of that series or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.


 


SECTION
510. PRIORITIES.


 


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


 


(a)
First: to the Trustee, its agents and attorneys for amounts due under Section 607 of this Indenture, including payment of all
compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


(b)
Second: to Holders of Securities for amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium,
if any, and interest, respectively; and


 


(c)
Third: to the Company or to such party as a court of competent jurisdiction shall direct.


 


The
Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this Section 510.


 


SECTION
511. 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 a 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 and expenses, 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 does not apply to a suit by the Trustee, a suit by a Holder of a Security pursuant to
Section 507 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Securities of any series.


 




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ARTICLE
VI


 


THE
TRUSTEE


 


SECTION
601. CERTAIN DUTIES AND RESPONSIBILITIES.


 


(a)
Except during the continuance of an Event of Default with respect to the Securities of any series:


 


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


 


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


 


(b)
In case an Event of Default has occurred and is continuing with respect to the Securities of any series, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.


 


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


 


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


 


(2)
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved
that the Trustee was 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 the direction
of the Holders of a majority in principal amount of the Outstanding Securities of any series or of all series, determined as provided
in Section 505, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series;
and


 


(4)
no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured
to it.


 




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(d)
Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of this Section.


 


SECTION
602. NOTICE OF DEFAULTS.


 


Within
90 days after the occurrence of any Default or Event of Default with respect to the Securities of any series, the Trustee shall
give notice of such Default or Event of Default known to the Trustee to all Holders of Securities of such series in the manner
provided in Section 107 and in compliance with the Trust Indenture Act, unless such Default or Event of Default shall have been
cured or waived; provided, however, that, except in the case of a Default or Event of Default in the payment of
the principal of (or premium, if any) or interest on or any Additional Amounts with respect to any Security of such series or
in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Securities
of such series; and provided, further, that in the case of any Default or Event of Default of the character specified
in Section 501(3) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.


 


SECTION
603. CERTAIN RIGHTS OF TRUSTEE.


 


Subject
to the provisions of Section 601:


 


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


 


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


 


(c)
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers’ Certificate;


 


(d)
the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;


 


(e)
the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security
or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such
request or direction;


 




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(f)
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company
and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;


 


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


 


(h)
the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Securities of any series
for which it is acting as Trustee unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event
of Default or (2) written notice of such Default or Event of Default which is in fact such a default shall have been received
by the Trustee at the Corporate Trust Office of the Trustee and such notice references the Securities and this Indenture by the
Company or any other obligor on such Securities or by any Holder of such Securities;


 


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


 


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


 


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


 


(l)
the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture.


 


SECTION
604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.


 


The
recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.


 




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SECTION
605. MAY HOLD SECURITIES.


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.


 


SECTION
606. MONEY HELD IN TRUST.


 


Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.


 


SECTION
607. COMPENSATION AND REIMBURSEMENT.


 


The
Company agrees:


 


(1)
to pay to the Trustee from time to time compensation for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(2)
except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the compensation and
the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall
be determined to have been caused by its own negligence or willful misconduct; and


 


(3)
to indemnify the Trustee and each of its directors, officers, employees, agents and/or representatives for, and to hold each of
them harmless against, any loss, liability or expense incurred without negligence or willful misconduct on each of their part,
arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and
expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of the Trustee’s
powers or duties hereunder.


 


As
security for the performance of the obligations of the Company under this Section 607, the Trustee shall have a lien prior to
the Securities on all property and funds held or collected by the Trustee as such, except funds held in trust for the payment
of principal of, premium, if any, or interest, if any, on or any Additional Amounts with respect to particular Securities.


 


Any
expenses and compensation for any services rendered by the Trustee after the occurrence of an Event of Default (including the
reasonable charges and expenses of its counsel) specified in clause (7) or (8) of Section 501 shall constitute expenses and compensation
for services of administration under all applicable federal or state bankruptcy, insolvency, reorganization or other similar laws.


 




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The
provisions of this Section 607 and any lien arising hereunder shall survive the resignation or removal of the Trustee or the discharge
of the Company’s obligations under this Indenture and the termination of this Indenture.


 


SECTION
608. DISQUALIFICATION; CONFLICTING INTERESTS.


 


(a)
If the Trustee has or shall acquire any conflicting interest, as defined in this Section 608, with respect to the Securities of
any series, it shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting
interest or resign with respect to the Securities of that series in the manner and with the effect hereinafter specified in this
Article.


 


(b)
In the event that the Trustee shall fail to comply with the provisions of Subsection (a) of this Section 608 with respect to the
Securities of any series, the Trustee shall, within 10 days after the expiration of such 90-day period, transmit by mail to all
Holders of Securities of that series, as their names and addresses appear in the Security Register, notice of such failure in
compliance with the Trust Indenture Act.


 


(c)
For the purposes of this Section, the term “conflicting interest” shall have the meaning specified in Section 310(b)
of the Trust Indenture Act and the Trustee shall comply with Section 310(b) of the Trust Indenture Act; provided, that
there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act with respect to the Securities of any
series any indenture or indentures under which other securities, or certificates of interest or participation in other securities,
of the Company are outstanding, if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act
are met. For purposes of the preceding sentence, the optional provision permitted by the second sentence of Section 310(b)(1)
of the Trust Indenture Act shall be applicable.


 


SECTION
609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.


 


There
shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50 million and subject to supervision or examination by Federal or State (or
the District of Columbia) authority. If such corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the purposes of this Section 609, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


The
Indenture shall always have a Trustee who satisfies the requirements of Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the Trust
Indenture Act.


 


SECTION
610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.


 


(a)
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.


 




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(b)
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the resigning
Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.


 


(c)
The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance
by a successor Trustee required by Section 611 shall not have been delivered to the resigning Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


(d)
If at any time:


 


(1)
the Trustee shall fail to comply with Section 608(a) after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security for at least six months, or


 


(2)
the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the
Company or by any such Holder of Securities, or


 


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


 


then,
in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject
to Section 505, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.


 


(e)
If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and such successor Trustee or Trustees shall comply
with the applicable requirements of Section 611. If no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company and accepted appointment in the manner required by Section 611, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.


 


(f)
The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series
and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event
by first-class mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 




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SECTION
611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.


 


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


 


(b)
In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust
and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request
of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates.


 


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


 


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


 




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SECTION
612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.


 


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


 


SECTION
613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.


 


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


 


SECTION
614. APPOINTMENT OF AUTHENTICATING AGENT.


 


The
Trustee may appoint an Authenticating Agent or Agents that shall be authorized to act on behalf of the Trustee to authenticate
Securities issued upon original issue and upon exchange, registration of transfer or partial redemption or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and
shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof
or the District of Columbia having a combined capital and surplus of not less than $50 million or equivalent amount expressed
in a foreign currency and subject to supervision or examination by Federal or State (or the District of Columbia) authority or
authority of such country. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the purposes of this Section 614, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section
614.


 


Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation
succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section 614, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and
to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 614.


 




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The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section
614, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.


 


If
an appointment is made pursuant to this Section 614, the Securities may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternate certificate of authentication in the following form:


 


“This
is one of the Securities of the series designated therein referred to in the within mentioned Indenture.


 


	 	 	 
	 	 	AS
    TRUSTEE
	 	 	 
	 	By	 
	 	 	AS
    AUTHENTICATING AGENT
	 	 	 
	 	By	 
	 	 	AS
    AUTHORIZED SIGNATORY”


 


Notwithstanding
any provision of this Section 614 to the contrary, if at any time any Authenticating Agent appointed hereunder with respect to
any series of Securities shall not also be acting as the Security Registrar hereunder with respect to any series of Securities,
then, in addition to all other duties of an Authenticating Agent hereunder, such Authenticating Agent shall also be obligated
(i) to furnish to the Security Registrar promptly all information necessary to enable the Security Registrar to maintain at all
times an accurate and current Security Register and (ii) prior to authenticating any Security denominated in a foreign currency,
to ascertain from the Company the units of such foreign currency that are required to be determined by the Company pursuant to
Section 302.


 


ARTICLE
VII


 


HOLDER’S
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION
701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.


 


With
respect to each series of Securities, the Company will furnish or cause to be furnished to the Trustee:


 


(a)
semi-annually, not more than 15 days after each Regular Record Date relating to that series (or, if there is no Regular Record
Date relating to that series, on January 1 and July 1), a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of that series as of such dates, and


 




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


 


provided,
that so long as the Trustee is the Security Registrar, the Company shall not be required to furnish or cause to be furnished such
a list to the Trustee. The Company shall otherwise comply with Section 312(a) of the Trust Indenture Act.


 


SECTION
702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.


 


(a)
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of each series
contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders of
each series received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished. The Trustee shall otherwise comply with Section 312(a) of the
Trust Indenture Act.


 


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


 


SECTION
703. REPORTS BY TRUSTEE.


 


(a)
Within 60 days after May 15 of each year commencing with the year 2018, the Trustee shall transmit by mail to Holders a brief
report dated as of such May 15 that complies with Section 313(a) of the Trust Indenture Act. The Trustee shall comply with Section
313(b) of the Trust Indenture Act. The Trustee shall transmit by mail all reports as required by Sections 313(c) and 313(d) of
the Trust Indenture Act.


 


(b)
A copy of each report pursuant to Subsection (a) of this Section 703 shall, at the time of its transmission to Holders, be filed
by the Trustee with each stock exchange upon which any Securities are listed, with the SEC and with the Company. The Company will
notify the Trustee when any Securities are listed or delisted on any stock exchange.


 


SECTION
704. REPORTS BY COMPANY.


 


The
Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the
annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the
SEC may from time to time by rules and regulations prescribe) which the Company may be required to file with the SEC pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, and shall otherwise comply with Section 314(a)
of the Trust Indenture Act.


 


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 (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates).


 




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ARTICLE
VIII


 


CONSOLIDATION,
MERGER, CONVEYANCE,


TRANSFER
OR LEASE


 


SECTION
801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.


 


(a)
The Company shall not, directly or indirectly, in any transaction or series of related transactions: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving corporation); (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, or (3) assign
any of its obligations under the Securities and this Indenture, in one or more related transactions, to another Person; unless:


 


(i)
either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger
(if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made
is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia;


 


(ii)
the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale,
assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Company under the
Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;


 


(iii)
immediately after such transaction no Default or Event of Default exists;


 


(iv)
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
merger, consolidation or sale, assignment, transfer, conveyance or other disposition of such properties or assets or assignment
of its obligations under the Securities and this Indenture and such supplemental indenture, if any, comply with this Indenture.


 


(b)
The Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related
transactions, to any other Person.


 


(c)
Notwithstanding the foregoing, this Section 801 shall not apply to a sale, assignment, transfer, conveyance or other disposition
of assets between or among the Company and any of its Wholly Owned Subsidiaries.


 




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SECTION
802. SUCCESSOR PERSON SUBSTITUTED.


 


Upon
any consolidation or merger, any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all
of the assets of the Company, or any assignment of the obligations under the Securities and this Indenture in accordance with
Section 801 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that
from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise
every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the
Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay
the principal of and interest on the Securities except in the case of a sale of all of the Company’s assets that meets the
requirements of Section 801 hereof.


 


ARTICLE
IX


 


SUPPLEMENTAL
INDENTURES


 


SECTION
901. WITHOUT CONSENT OF HOLDERS.


 


Notwithstanding
Section 902 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Securities of any series
without the consent of any Holder of a Security of any series:


 


(a)
to cure any ambiguity, defect or inconsistency;


 


(b)
to provide for uncertificated Securities in addition to or in place of certificated Securities or to alter the provisions of Article
II of this Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder;


 


(c)
to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of this Indenture;


 


(d)
to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders of the Securities by
a successor to the Company pursuant to Article VIII of this Indenture;


 


(e)
to make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely
affect the legal rights hereunder of any such Holder;


 


(f)
to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture
Act;


 


(g)
to evidence and provide the acceptance of the appointment of a successor Trustee pursuant to Sections 610 and 611 of this Indenture;
and


 


(h)
to add a Guarantor of the Securities.


 


Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended
or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 603 of this Indenture, the Trustee
shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee
shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities
under this Indenture or otherwise.


 




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SECTION
902. WITH CONSENT OF HOLDERS.


 


Except
as provided below in this Section 902, the Company and the Trustee may amend or supplement this Indenture and the Securities of
any series may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount
at maturity of Securities of that series then Outstanding voting as a single class (including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for, that series of Securities), and, subject to Sections
504 and 507 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal
of, premium, if any, and interest, if any, on such Securities, except a payment default resulting from an acceleration that has
been rescinded) or compliance with any provision of this Indenture or such Securities may be waived with the consent of the Holders
of a majority in aggregate principal amount at maturity of the then Outstanding Securities of that series voting as a single class
(including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, that
series of Securities).


 


Upon
the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture,
and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of that series of Securities
as aforesaid, and upon receipt by the Trustee of the documents described in Section 603 of this Indenture, the Trustee shall join
with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.


 


It
shall not be necessary for the consent of the Holders of Securities under this Section 902 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.


 


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


 


Subject
to Sections 504 and 507 hereof, the Holders of a majority in aggregate principal amount at maturity of a series of Securities
then Outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this
Indenture or the Securities. However, without the consent of each Holder of a series of Securities affected, an amendment or waiver
under this Section 902 may not (with respect to the series of Securities held by a non-consenting Holder):


 


(a)
reduce the principal amount of the then Outstanding Securities whose Holders must consent to an amendment, supplement or waiver;


 


(b)
reduce the principal of or change the fixed maturity of any Security or alter any of the provisions with respect to the redemption
of the Securities unless otherwise specifically provided for in the supplemental indenture;


 


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


 




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


 


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


 


(f)
make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities
to receive payments of principal of, or interest or premium, if any, on the Securities;


 


(g)
waive a redemption payment with respect to any Security (other than as may be specifically permitted by the supplemental indenture);


 


(h)
cause the Securities to become subordinated in right of payment to any other Indebtedness;


 


(i)
release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms thereof;
or


 


(j)
make any change in Sections 504 or 507 or the foregoing amendment and waiver provisions.


 


SECTION
903. COMPLIANCE WITH TRUST INDENTURE ACT.


 


Every
amendment or supplement to this Indenture or the Securities shall be set forth in a amended or supplemental indenture that complies
with the Trust Indenture Act as then in effect.


 


SECTION
904. REVOCATION AND EFFECT OF CONSENTS.


 


Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the
Holder of a Security and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder of a Security or
subsequent Holder of a Security may revoke the consent as to its Security if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder.


 


SECTION
905. NOTATION ON OR EXCHANGE OF SECURITIES.


 


The
Trustee may place an appropriate notation about an amendment, supplement or waiver on any Security thereafter authenticated. The
Company in exchange for all Securities of a series may issue and the Trustee shall, upon receipt of a written order from the Company
to authenticate such Securities, authenticate new Securities that reflect the amendment, supplement or waiver.


 


SECTION
906. TRUSTEE TO SIGN AMENDMENTS, ETC.


 


The
Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement
does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee
shall be given and (subject to Section 601 of this Indenture) shall be fully protected in relying upon, in addition to the documents
required by Section 603 this Indenture, an Officer’s Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this Indenture.


 




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ARTICLE
X


 


COVENANTS


 


SECTION
1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.


 


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


 


SECTION
1002. MAINTENANCE OF OFFICE OR AGENCY.


 


If
Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities
of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


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


 


SECTION
1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.


 


If
the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each
due date of the principal of (and premium, if any) or interest on or any Additional Amounts with respect to any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to act.


 


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


 




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The
Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:


 


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


 


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


 


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


 


The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which sums were held by the Company or such Paying Agent;
and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of
(and premium, if any) or interest on any Security of any series and remaining unclaimed for three years after such principal (and
premium, if any) or interest has become due and payable shall, unless otherwise required by mandatory provisions of applicable
escheat, or abandoned or unclaimed property law, be paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once,
in an Authorized Newspaper in the Borough of Manhattan, the City of New York and in such other Authorized Newspapers as the Trustee
shall deem appropriate, notice that such money remains unclaimed and that, after a date specified herein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such money then remaining will, unless otherwise required
by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be repaid to the Company.


 


SECTION
1004. EXISTENCE.


 


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


 




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SECTION
1005. STATEMENT BY OFFICERS AS TO DEFAULT.


 


The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating
that a review of the activities of the Company and its Subsidiaries during the preceding 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 is not in default
in the performance or observance of any of the terms, provisions and conditions of this Indenture (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, 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.


 


The
Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith and in any event within five
days upon any officer becoming aware of any Default or Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.


 


SECTION
1006. WAIVER OF CERTAIN COVENANTS.


 


The
Company may omit in any particular instance to comply with any covenant or condition set forth in Section 1005, or any covenant
added for the benefit of any series of Securities as contemplated by Section 301 (unless otherwise specified pursuant to Section
301) if before or after the time for such compliance the Holders of a majority in principal amount of the Outstanding Securities
of all series affected by such omission (acting as one class) shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant
or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.


 


SECTION
1007. ADDITIONAL AMOUNTS.


 


If
the Securities of a series expressly provide for the payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series Additional Amounts as expressly provided therein. Whenever in this Indenture there is mentioned, in any
context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net
proceeds received from the sale or exchange of any Security of any series, such mention shall be deemed to include mention of
the payment of Additional Amounts provided for in this Section 1007 to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof pursuant to the provisions of this Section 1007 and express mention of the payment
of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.


 


If
the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment
Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity,
the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company shall furnish the Trustee and the Company’s principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of
Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate
shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company
will pay to such Paying Agent the Additional Amounts required by this Section. The Company covenants to indemnify the Trustee
and any Paying Agent for, and to hold them harmless against any loss, liability or expense reasonably incurred without negligence
or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on
any Officers’ Certificate furnished pursuant to this Section 1007.


 




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ARTICLE
XI


 


REDEMPTION
OF SECURITIES


 


SECTION
1101. APPLICABILITY OF ARTICLE.


 


Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.


 


SECTION
1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.


 


The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election
of the Company of less than all the Securities of any series, the Company shall, a reasonable period prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date
and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 


SECTION
1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.


 


If
less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate and that may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the
principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities
of that series or of the principal amount of global Securities of such series.


 


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


 


For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of
such Securities which has been or is to be redeemed.


 




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SECTION
1104. NOTICE OF REDEMPTION.


 


Notice
of redemption shall be given in the manner provided in Section 107 to each Holder of Securities to be redeemed not less than 30
nor more than 60 days prior to the Redemption Date.


 


All
notices of redemption shall state:


 


(1)
the Redemption Date,


 


(2)
the Redemption Price,


 


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


 


(4)
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and,
if applicable, that interest thereon will cease to accrue on and after said date,


 


(5)
the place or places where such Securities are to be surrendered for payment of the Redemption Price,


 


(6)
that the redemption is for a sinking fund, if such is the case, and


 


(7)
the “CUSIP” number, if applicable.


 


A
notice of redemption as contemplated by Section 107 need not identify particular Registered Securities to be redeemed. Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request and provision to the Trustee of the notice information 10 days prior to delivery of the notice, by the Trustee in the
name and at the expense of the Company.


 


SECTION
1105. DEPOSIT OF REDEMPTION PRICE.


 


On
or before 10:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on and any Additional Amounts with respect to all the Securities to be redeemed on that date.


 


SECTION
1106. SECURITIES PAYABLE ON REDEMPTION DATE.


 


Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest
(and any Additional Amounts) to the Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions
of Section 307.


 



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If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if
any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security or, in the case
of Original Issue Discount Securities, the Securities’ Yield to Maturity.


 


SECTION
1107. SECURITIES REDEEMED IN PART.


 


Any
Registered Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Registered Security or Securities
of the same series and Stated Maturity, of any authorized denomination as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.


 


SECTION
1108. PURCHASE OF SECURITIES.


 


Unless
otherwise specified as contemplated by Section 301, the Company and any Affiliate of the Company may at any time purchase or otherwise
acquire Securities in the open market or by private agreement. Such acquisition shall not operate as or be deemed for any purpose
to be a redemption of the indebtedness represented by such Securities. Any Securities purchased or acquired by the Company may
be delivered to the Trustee and, upon such delivery, the indebtedness represented thereby shall be deemed to be satisfied. Section
309 shall apply to all Securities so delivered.


 


ARTICLE
XII


 


SINKING
FUNDS


 


SECTION
1201. APPLICABILITY OF ARTICLE.


 


The
provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 301 for Securities of such series.


 


The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series
is herein referred to as an “optional sinking fund payment.” Unless otherwise provided by the terms of Securities
of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such
series.


 




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SECTION
1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.


 


The
Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption), and (2) may apply
as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in
each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities
have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking payment
shall be reduced accordingly.


 


SECTION
1203. REDEMPTION OF SECURITIES FOR SINKING FUND.


 


Not
less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivery of or by crediting Securities
of that series pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than
30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 


ARTICLE
XIII


 


MEETINGS
OF HOLDERS OF SECURITIES


 


SECTION
1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.


 


A
meeting of Holders of Securities of any or all series may be called at any time and from time to time pursuant to this Article
to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be made, given or taken by Holders of Securities of such series.


 


SECTION
1302. CALL, NOTICE AND PLACE OF MEETINGS.


 


(a)
The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1301, to
be held at such time and at such place in the Borough of Manhattan, the City of New York, or in any other location, as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section
107, not less than 20 nor more than 180 days prior to the date fixed for the meeting.


 


(b)
In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount
of the Outstanding Securities of any series, shall have requested the Trustee for any such series to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 1301, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such
meeting within 30 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, the City of New York for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in Subsection (a) of this Section.


 




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SECTION
1303. PERSONS ENTITLED TO VOTE AT MEETINGS.


 


To
be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak
at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.


 


SECTION
1304. QUORUM; ACTION.


 


The
Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series. In the absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In
any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may
be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment
of such adjourned meeting. Subject to Section 1305(d), notice of the reconvening of any adjourned meeting shall be given as provided
in Section 1302(a), except that such notice need be given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly that Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such series shall constitute a quorum.


 


Except
as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in aggregate principal amount
of the Outstanding Securities of that series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization, direction, notice, consent or waiver which this Indenture
expressly provides may be made, given or taken by the Holders of a specified percentage that is less than a majority in aggregate
principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened
and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in aggregate
principal amount of the Outstanding Securities of that series.


 


Except
as limited by the fourth paragraph of Section 902, any resolution passed or decision taken at any meeting of Holders of Securities
of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series, whether
or not present or represented at the meeting.


 




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SECTION
1305. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.


 


(a)
The holding of Securities shall be proved in the manner specified in Section 105 and the appointment of any proxy shall be proved
in the manner specified in Section 105. Such regulations may provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in Section 105 or other proof.


 


(b)
The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Holders of Securities as provided in Section 1302(b), in which case the Company or the Holders of
Securities of the series calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of such series represented at the meeting.


 


(c)
At any meeting each Holder of a Security of such series and each proxy shall be entitled to one vote for each $1,000 principal
amount (or such other amount of the minimum denomination of any series of Securities as may be provided in the establishment of
such series as contemplated by Section 301 hereof) of the Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except
as a Holder of a Security of such series or as a proxy.


 


(d)
Any meeting of Holders of Securities of any series duly called pursuant to Section 1302 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without further notice.


 


SECTION
1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.


 


The
vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which
shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution
and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at
the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall
be prepared by the secretary of the meeting and there shall be attached to such record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth
a copy of the notice of the meeting and showing that such notice was given as provided in Section 1302 and, if applicable, Section
1304. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one
such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein
stated.


 


*
* *


 


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


 


[Signatures
on following page]


 




    	-56-



     


    

 





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





 


	 	ESPORTS
    ENTERTAINMENT GROUP, INC.
	 	 	 
	 	By:	                                      
	 	Name:	 
	 	Title:	 
	 	 	 
	 	___________________, as Trustee
	 	 	 
	 	By:
    	 
	 	Name:	 
	 	Title: