Exhibit 4.3


 


GTY TECHNOLOGY HOLDINGS INC.,


Issuer


 


AND


 


[TRUSTEE],


Trustee


 


 


SUBORDINATED INDENTURE


 


Dated as of [•], 20[•]


 


 






    


     


    

 


Table of Contents


 


	 	 	 	Page
	ARTICLE 1         DEFINITIONS	1
	 	 	 
	Section 1.01	 	Definitions of Terms	1
	 	 
	ARTICLE 2         ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	3
	 	 	 
	Section 2.01	 	Designation and Terms of Securities	3
	Section 2.02	 	Form of Securities and Trustee’s Certificate	4
	Section 2.03	 	Denominations: Provisions for Payment	5
	Section 2.04	 	Execution and Authentications	5
	Section 2.05	 	Registration of Transfer and Exchange	6
	Section 2.06	 	Temporary Securities	6
	Section 2.07	 	Mutilated, Destroyed, Lost or Stolen Securities	6
	Section 2.08	 	Cancellation	7
	Section 2.09	 	Benefits of Indenture	7
	Section 2.10	 	Authenticating Agent	7
	Section 2.11	 	Global Securities	7
	 	 
	ARTICLE 3        REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	8
	 	 	 
	Section 3.01	 	Redemption	8
	Section 3.02	 	Notice of Redemption	8
	Section 3.03	 	Payment Upon Redemption	9
	Section 3.04	 	Sinking Fund	9
	Section 3.05	 	Satisfaction of Sinking Fund Payments with Securities	9
	Section 3.06	 	Redemption of Securities for Sinking Fund	9
	 	 
	ARTICLE 4        COVENANTS	9
	 	 	 
	Section 4.01	 	Payment of Principal, Premium and Interest	9
	Section 4.02	 	Maintenance of Office or Agency	9
	Section 4.03	 	Paying Agents	10
	Section 4.04	 	Appointment to Fill Vacancy in Office of Trustee	10
	Section 4.05	 	Compliance with Consolidation Provisions	10
	 	 
	ARTICLE 5        SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	10
	 	 	 
	Section 5.01	 	Company to Furnish Trustee Names and Addresses of Securityholders	10
	Section 5.02	 	Preservation Of Information; Communications With Securityholders	10
	Section 5.03	 	Reports by the Company	11
	Section 5.04	 	Reports by the Trustee	11
	 	 
	ARTICLE 6        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	11
	 	 	 
	Section 6.01	 	Events of Default	11
	Section 6.02	 	Collection of Indebtedness and Suits for Enforcement by Trustee	12
	Section 6.03	 	Application of Moneys Collected	12
	Section 6.04	 	Limitation on Suits	13
	Section 6.05	 	Rights and Remedies Cumulative; Delay or Omission Not Waiver	13
	Section 6.06	 	Control by Securityholders	13
	Section 6.07	 	Undertaking to Pay Costs	14
	 	 
	ARTICLE 7        CONCERNING THE TRUSTEE	14
	 	 	 
	Section 7.01	 	Certain Duties and Responsibilities of Trustee	14
	Section 7.02	 	Certain Rights of Trustee	14
	Section 7.03	 	Trustee Not Responsible for Recitals, Indenture or Securities	15


 






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Table of Contents


(continued)


 


	 	 	 	Page
	Section 7.04	 	May Hold Securities	15
	Section 7.05	 	Moneys Held in Trust	15
	Section 7.06	 	Compensation and Reimbursement	15
	Section 7.07	 	Reliance on Officer’s Certificate	16
	Section 7.08	 	Disqualification; Conflicting Interests	16
	Section 7.09	 	Corporate Trustee Required; Eligibility	16
	Section 7.10	 	Resignation and Removal; Appointment of Successor	16
	Section 7.11	 	Acceptance of Appointment By Successor	17
	Section 7.12	 	Merger, Conversion, Consolidation or Succession to Business	17
	Section 7.13	 	Preferential Collection of Claims Against the Company	17
	Section 7.14	 	Notice of Default	17
	 	 
	ARTICLE 8        CONCERNING THE SECURITYHOLDERS	18
	 	 	 
	Section 8.01	 	Evidence of Action by Securityholders	18
	Section 8.02	 	Proof of Execution by Securityholders	18
	Section 8.03	 	Who May be Deemed Owners	18
	Section 8.04	 	Certain Securities Owned by Company Disregarded	18
	Section 8.05	 	Actions Binding on Future Securityholders	18
	 	 
	ARTICLE 9        SUPPLEMENTAL INDENTURES	19
	 	 	 
	Section 9.01	 	Supplemental Indentures Without the Consent of Securityholders	19
	Section 9.02	 	Supplemental Indentures With Consent of Securityholders	19
	Section 9.03	 	Effect of Supplemental Indentures	19
	Section 9.04	 	Securities Affected by Supplemental Indentures	20
	Section 9.05	 	Execution of Supplemental Indentures	20
	 	 
	ARTICLE 10        SUCCESSOR ENTITY	20
	 	 	 
	Section 10.01	 	Company May Consolidate, Etc.	20
	Section 10.02	 	Successor Entity Substituted	20
	 	 
	ARTICLE 11        SATISFACTION AND DISCHARGE	21
	 	 	 
	Section 11.01	 	Satisfaction and Discharge of Indenture	21
	Section 11.02	 	Discharge of Obligations	21
	Section 11.03	 	Deposited Moneys to be Held in Trust	21
	Section 11.04	 	Payment of Moneys Held by Paying Agents	21
	Section 11.05	 	Repayment to Company	21
	 	 
	ARTICLE 12        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	22
	 	 	 
	Section 12.01	 	No Recourse	22
	 	 	 	 
	ARTICLE 13         SUBORDINATION OF SECURITIES	22
	 	 
	Section 13.01	 	Subordination	22
	Section 13.02	 	Priority of Senior Debt	22
	Section 13.03	 	Payments upon Bankruptcy	22
	Section 13.04	 	Subrogation, Rights not Impaired	23
	Section 13.05	 	Authorization of Trustee	23
	Section 13.06	 	Notice of the Trustee	23
	Section 13.07	 	Holders of Senior Debt, Trustee’s Obligations	24
	Section 13.08	 	Actions by Holders of Senior Debt	24
	Section 13.09	 	Paying Agent	24
	Section 13.10	 	Monies Held in Trust	24
	 	 	 	 
	ARTICLE 14        MISCELLANEOUS PROVISIONS	25
	 	 	 
	Section 14.01	 	Effect on Successors and Assigns	25
	Section 14.02	 	Actions by Successor	25
	Section 14.03	 	Surrender of Company Powers	25
	Section 14.04	 	Notices	25
	Section 14.05	 	Governing Law	25
	Section 14.06	 	Treatment of Securities as Debt	25
	Section 14.07	 	Certificates and Opinions as to Conditions Precedent	25
	Section 14.08	 	Payments on Business Days	25
	Section 14.09	 	Conflict with Trust Indenture Act	26
	Section 14.10	 	Counterparts	26
	Section 14.11	 	Separability	26
	Section 14.12	 	Compliance Certificates	26


 


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


 






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SUBORDINATED INDENTURE


 


SUBORDINATED INDENTURE, dated as
of [•], 20[•], among GTY TECHNOLOGY HOLDINGS INC., a Massachusetts corporation (the “Company”),
and [ TRUSTEE ], as trustee (the “Trustee”):


 


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


 


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


 


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


 


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


 


ARTICLE 1


 


DEFINITIONS


 


Section 1.01 Definitions of Terms.


 


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


 


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


 


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


 


“Board of Directors”
means the Board of Directors (or the functional equivalent thereof) of the Company or any duly authorized committee of such Board.


 


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


 


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


 


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


 


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


 


“Company” means
GTY Technology Holdings Inc. duly organized and existing under the laws of the State of Massachusetts and, subject to the provisions
of Article Ten, shall also include its successors and assigns.


 


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


 


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


 


“Defaulted Interest”
has the meaning set forth in Section 2.03.


 






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“Debt” means, with respect
to any Person at any date of determination (without duplication), (i) all indebtedness of such Person for borrowed money,
(ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses, (iii) all obligations of such Person in respect
of letters of credit or bankers’ acceptances or other similar instruments (or reimbursement obligations thereto) issued on
the account of such Person, (iv) all obligations of such Person to pay the deferred purchase price of property or services,
except trade payables, (v) all obligations of such Person as lessee under capitalized leases, (vi) all Debt of others
secured by a lien on any asset of such Person, whether or not such Debt is assumed by such Person; provided that, for purposes
of determining the amount of any Debt of the type described in this clause (vi), if recourse with respect to such Debt is limited
to such asset, the amount of such Debt shall be limited to the lesser of the fair market value of such asset or the amount of such
Debt, (vii) all Debt and dividends of others Guaranteed by such Person to the extent such Debt and dividends are Guaranteed
by such Person, and (viii) to the extent not otherwise included in this definition, all obligations of such Person for claims
in respect of derivative products, including interest rate, foreign exchange rate and commodity prices, forward contracts, options,
swaps, collars and similar arrangements.


 


“Depositary”
means, with respect to Securities of any series for which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, another clearing agency, or any successor registered as a clearing agency under
the Exchange Act, or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.01 or 2.11.


 


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


 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission
thereunder.


 


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


 


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


 


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


 


“Indenture” means
this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof and shall include the terms of particular series of Securities established
as contemplated by Section 2.01.


 


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


 


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


 


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


 


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


 


“Outstanding”,
when used with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular
time, all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that
have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the
Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent);
provided, however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice
of such redemption shall have been given as provided in Article Three, or provision satisfactory to the Trustee shall have
been made for giving such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.07.


 


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


 


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


 






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“Responsible Officer”
when used with respect to the Trustee means any officer of the Trustee assigned by the Trustee to administer its corporate trust
matters with respect to this Indenture (which, for the avoidance of doubt, includes without limitation any supplemental indenture
hereto).


 


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


 


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


 


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


 


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


 


“Senior Debt” means
the principal of (and premium, if any) and interest on all Debt of the Company or any Subsidiary Guarantor, whether created, incurred
or assumed before, on or after the date of this Indenture; provided that such Senior Debt shall not include any Debt of the Company
or any Subsidiary Guarantor, which by the terms of the instrument creating or evidencing the same such Debt is specifically designated
as being subordinated to or pari passu with the Securities.


 


“Subsidiary”
means, with respect to any Person:


 


(1) any corporation or company a majority
of whose capital stock with voting power, under ordinary circumstances, to elect directors is, at the date of determination, directly
or indirectly, owned by such Person (a “subsidiary”), by one or more subsidiaries of such Person or by such Person
and one or more subsidiaries of such Person;


 


(2) a partnership in which such Person
or a subsidiary of such Person is, at the date of determination, a general partner of such partnership; or


 


(3) any partnership, limited liability
company or other Person in which such Person, a subsidiary of such Person or such Person and one or more subsidiaries of such Person,
directly or indirectly, at the date of determination, have (x) at least a majority ownership interest or (y) the power
to elect or appoint or direct the election or appointment of the managing partner or member of such Person or, if applicable, a
majority of the directors or other governing body of such Person.


 


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


 


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


 


ARTICLE 2


 


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


 


Section 2.01 Designation and Terms
of Securities.


 


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


 


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


 


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


 


(3) the date or dates on which
the principal of the Securities of the series is payable;


 


(4) if the price (expressed
as a percentage of the aggregate principal amount thereof) at which such Securities will be issued is a price other than the principal
amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or
if applicable, the portion of the principal amount of such Securities that is convertible into another security or the method by
which any such portion shall be determined;


 


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


 


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


 


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


 


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


 






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


 


(10) the form of the Securities
of the series including the form of the certificate of authentication for such series;


 


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


 


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


 


(13) whether the Securities of the
series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions, if any, upon
which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary
for such Global Security or Securities;


 


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


 


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


 


(16) any additional or alternative
events of default;


 


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


 


(18) the currency or currencies,
including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on such Securities
shall be payable (if other than the currency of the United States of America), which unless otherwise specified shall be the currency
of the United States of America as at the time of payment is legal tender for payment of public or private debts;


 


(19) if the principal of (and premium,
if any) or interest, if any, on such Securities is to be payable, at the election of the Company or any Holder thereof, in a coin
or currency other than that in which such Securities are stated to be payable, then the period or periods within which, and the
terms and conditions upon which, such election may be made;


 


(20) whether interest will be payable
in cash or additional Securities at the Company’s or the Securityholders’ option and the terms and conditions upon
which the election may be made;


 


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


 


(22) additional or alternative provisions,
if any, related to defeasance and discharge of the offered Securities;


 


(23) the applicability of any guarantees;


 


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


 


(25) any other terms of the series.


 


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


 


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


 


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


 


Section 2.02 Form of Securities
and Trustee’s Certificate.


 


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


 






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Section 2.03 Denominations: Provisions
for Payment.


 


The Securities shall be issuable as registered
Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(a)(11).
The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series.
Subject to Section 2.01(a)(18), the principal of and the interest on the Securities of any series, as well as any premium
thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United States of America
that at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose.
Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day
year composed of twelve 30-day months.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.04 Execution and Authentications.


 


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


 


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


 


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


 






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In authenticating such Securities and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
if requested, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the
form and terms thereof have been established in conformity with the provisions of this Indenture.


 


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


 


Section 2.05 Registration of Transfer
and Exchange.


 


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


 


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


 


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


 


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


 


(c) Except as provided pursuant
to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or
more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06,
Section 3.03(b) and Section 9.04 not involving any transfer.


 


(d) The Company shall not be
required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series
and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities
of any series or portions thereof called for redemption, other than the unredeemed portion of any such Securities being redeemed
in part. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.


 


The Trustee shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Security (including any transfers between or among depositary
participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


Section 2.06 Temporary Securities.


 


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


 


Section 2.07 Mutilated, Destroyed,
Lost or Stolen Securities.


 


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


 






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


 


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


 


Section 2.08 Cancellation.


 


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


 


Section 2.09 Benefits of Indenture.


 


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


 


Section 2.10 Authenticating Agent.


 


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


 


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


 


Section 2.11 Global Securities.


 


(a) If the Company shall establish
pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Company
shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that (i) shall
represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities
of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to
the following effect: “Except as otherwise provided in Section 2.11 of the Indenture, this Security may be transferred,
in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor
Depositary.”


 


(b) Notwithstanding the provisions
of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in
Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected
or approved by the Company or to a nominee of such successor Depositary.


 






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(c) If at any time the Depositary
for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or
if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other
applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred
and is continuing and the Company has received a request from the Depositary or from the Trustee, this Section 2.11 shall
no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.04, the Trustee
will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations,
and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by
a Global Security and that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In
such event the Company will execute and, subject to Section 2.04, the Trustee, upon receipt of an Officer’s Certificate
evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive
registered form without coupons, in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities
in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.11(c) shall be registered
in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons
in whose names such Securities are so registered.


 


ARTICLE 3


 


REDEMPTION OF SECURITIES AND SINKING
FUND PROVISIONS


 


Section 3.01 Redemption.


 


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


 


Section 3.02 Notice of Redemption.


 


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


 


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


 


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


 


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


 






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Section 3.03 Payment Upon Redemption.


 


(a) If the giving of notice
of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed
specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities
shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption
price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities
on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed
at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but
if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to
the registered holder at the close of business on the applicable record date pursuant to Section 2.03).


 


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


 


Section 3.04 Sinking Fund.


 


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


 


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


 


Section 3.05 Satisfaction of Sinking
Fund Payments with Securities.


 


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


 


Section 3.06 Redemption of Securities
for Sinking Fund.


 


Not less than 45 days prior to each sinking
fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and will, together with such Officer’s Certificate,
deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 3.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Section 3.03.


 


ARTICLE 4


 


COVENANTS


 


Section 4.01 Payment of Principal,
Premium and Interest.


 


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


 


Section 4.02 Maintenance of Office
or Agency.


 


So long as any series of the Securities
remain Outstanding, the Company agrees to maintain an office or agency with respect to each such series and at such other location
or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series may be presented
for payment, (ii) Securities of that series may be presented as herein above authorized for registration of transfer and exchange,
and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be
given or served, such designation to continue with respect to such office or agency until the Company shall, by written notice
signed by any officer authorized to sign an Officer’s Certificate and delivered to the Trustee, designate some other office
or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such presentations, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
notices and demands. The Company initially appoints the Corporate Trust Office of the Trustee as its paying agent with respect
to the Securities.


 






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Section 4.03 Paying Agents.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.04 Appointment to Fill
Vacancy in Office of Trustee.


 


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


 


Section 4.05 Compliance with Consolidation
Provisions.


 


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


 


ARTICLE 5


 


SECURITYHOLDERS’ LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE


 


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


 


The Company will furnish or cause to be
furnished to the Trustee (a) within 15 days after each regular record date (as defined in Section 2.03) a list, in such
form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such regular
record date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times
as the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form
and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case,
no such list need be furnished for any series for which the Trustee shall be the Security Registrar.


 


Section 5.02 Preservation Of Information;
Communications With Securityholders.


 


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


 


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


 


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


 






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Section 5.03 Reports by the Company.


 


(a) The Company covenants and
agrees to provide (which delivery may be via electronic mail) to the Trustee within 30 days, after the Company files the same with
the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company is required
to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the
Company shall not be required to deliver to the Trustee any materials for which the Company has sought and received confidential
treatment by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s
Electronic Data Gathering, Analysis and Retrieval System (EDGAR), or Interactive Data Electronic Applications (IDEA), or any successor
system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required
by the Company. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports with
the SEC within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 5.03.


 


(b) Delivery of reports, information
and documents to the Trustee under Section 5.03 is for informational purposes only and the information and the Trustee’s
receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information
contained therein including the Company’s compliance with any of their covenants thereunder (as to which the Trustee is entitled
to rely exclusively on an Officer’s Certificate).


 


Section 5.04 Reports by the Trustee.


 


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


 


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


 


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


 


ARTICLE 6


 


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT


 


Section 6.01 Events of Default.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.03 Application of Moneys
Collected.


 


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


 






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FIRST: Subject to the provisions of Article Thirteen,
to the payment of reasonable costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06;


 


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


 


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


 


Section 6.04 Limitation on Suits.


 


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


 


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


 


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


 


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


 


(b) No delay or omission of
the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event of Default occurring
and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article or
by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Securityholders.


 


Section 6.06 Control by Securityholders.


 


The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.04, shall
have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such series; provided, however, that such direction shall not be in
conflict with any rule of law or with this Indenture or subject the Trustee in its sole discretion to personal liability.
Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject
to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal liability or might be unduly
prejudicial to the Securityholders not involved in the proceeding. The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf
of the holders of all of the Securities of such series waive any past default in the performance of any of the covenants contained
herein or established pursuant to Section 2.01 with respect to such series and its consequences, except a default in the payment
of the principal of, or premium, if any, or interest on, any of the Securities of that series as and when the same shall become
due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to
pay all matured installments of interest and principal and any premium has been deposited with the Trustee (in accordance with
Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 






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Section 6.07 Undertaking to Pay Costs.


 


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


 


ARTICLE 7


 


CONCERNING THE TRUSTEE


 


Section 7.01 Certain Duties and
Responsibilities of Trustee.


 


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


 


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


 


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


 


(A) the duties and
obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of
this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of
such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


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


 


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


 


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


 


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


 


Section 7.02 Certain Rights of Trustee.


 


Except as otherwise provided in Section 7.01:


 


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


 


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


 


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


 


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


 






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


 


(f) The Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security, or other papers or documents, unless requested in writing so
to do by the holders of not less than a majority in principal amount of the Outstanding Securities of the particular series affected
thereby (determined as provided in Section 8.04); provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand;


 


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


 


(h) 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;


 


(i) 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; and


 


(j) The Trustee agrees to accept
and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such
transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely
manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the
party providing such instructions or directions. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions
by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding
of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict
or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks
arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation
the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.


 


In addition, the Trustee shall not be deemed
to have knowledge of any Default or Event of Default until the Trustee shall have received written notification in the manner set
forth in this Indenture or a Responsible Officer of the Trustee shall have obtained actual knowledge.


 


Section 7.03 Trustee Not Responsible
for Recitals, Indenture or Securities.


 


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


 


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


 


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


 


Section 7.04 May Hold
Securities.


 


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


 


Section 7.05 Moneys Held in Trust.


 


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


 


Section 7.06 Compensation and Reimbursement.


 


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


 






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


 


Section 7.07 Reliance on Officer’s
Certificate.


 


Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part
of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee
and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee
for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.


 


Section 7.08 Disqualification;
Conflicting Interests.


 


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


 


Section 7.09 Corporate Trustee
Required; Eligibility.


 


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


 


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


 


Section 7.10 Resignation and Removal;
Appointment of Successor.


 


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


 


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


 


(i) the Trustee shall fail
to comply with the provisions of Section 7.08 after written request therefor by the Company or by any Securityholder who has
been a bona fide holder of a Security or Securities for at least six months; or


 


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


 


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


 


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


 


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


 






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


 


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


 


Section 7.11 Acceptance of Appointment
By Successor.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.13 Preferential Collection
of Claims Against the Company.


 


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


 


Section 7.14 Notice of Default.


 


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


 






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ARTICLE 8


 


CONCERNING THE SECURITYHOLDERS


 


Section 8.01 Evidence of Action
by Securityholders.


 


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


 


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


 


Section 8.02 Proof of Execution
by Securityholders.


 


Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his agent or proxy and
proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


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


 


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


 


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


 


Section 8.03 Who May be Deemed Owners.


 


Prior to the due presentment for registration
of transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the Person
in whose name such Security shall be registered upon the books of the Company as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to
Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying
agent nor any Security Registrar shall be affected by any notice to the contrary.


 


Section 8.04 Certain Securities
Owned by Company Disregarded.


 


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


 


Section 8.05 Actions Binding on
Future Securityholders.


 


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


 






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ARTICLE 9


 


SUPPLEMENTAL INDENTURES


 


Section 9.01 Supplemental Indentures
Without the Consent of Securityholders.


 


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


 


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


 


(b) to comply with Article Ten;


 


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


 


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


 


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


 


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


 


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


 


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


 


(i) Modify any provision of
Article Thirteen in a manner adverse to the Holders in any material respect; or


 


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


 


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


 


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


 


Section 9.02 Supplemental Indentures
With Consent of Securityholders.


 


With the consent (evidenced as provided
in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution,
and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not
covered by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected thereby,
(a) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate
or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof or (b) reduce
the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture.


 


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


 


Section 9.03 Effect of Supplemental
Indentures.


 


Upon the execution of any supplemental
indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture shall, with respect to such
series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities of the series affected thereby
shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions
of this Indenture for any and all purposes.


 






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Section 9.04 Securities Affected
by Supplemental Indentures.


 


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


 


Section 9.05 Execution of Supplemental
Indentures.


 


Upon the request of the Company, accompanied
by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in
the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s
Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental
indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided
in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01
hereof.


 


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


 


ARTICLE 10


 


SUCCESSOR ENTITY


 


Section 10.01 Company May Consolidate,
Etc.


 


Nothing contained in this Indenture shall
prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company) or
successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall
prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor or successors as an
entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor
or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees
that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance,
transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities
of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant
to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed
and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by
the entity which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding
are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such
supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to
receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of
shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have
been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer
or other disposition.


 


Section 10.02 Successor Entity
Substituted.


 


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


 


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


 


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


 






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ARTICLE 11


 


SATISFACTION AND DISCHARGE


 


Section 11.01 Satisfaction and
Discharge of Indenture.


 


If at any time: (a) the Company shall
have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated and not delivered to the Trustee
for cancellation (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or
paid as provided in Section 2.07 and Securities for whose payment money or Governmental Obligations have theretofore been
deposited in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust,
as provided in Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and
the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental
Obligations or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of
that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due
or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or
cause to be paid all other sums payable hereunder with respect to such series by the Company then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03
and 7.10, that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05, that
shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series.


 


Section 11.02 Discharge of Obligations.


 


If at any time all such Securities of a
particular series not heretofore delivered to the Trustee for cancellation or that have not become due and payable as described
in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an
amount of Governmental Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such
date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations,
as the case may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05
hereof that shall survive until such Securities shall mature and be paid.


 


Thereafter, Sections 7.06 and 11.05 shall
survive.


 


Section 11.03 Deposited Moneys
to be Held in Trust.


 


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


 


Section 11.04 Payment of Moneys
Held by Paying Agents.


 


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


 


Section 11.05 Repayment to Company.


 


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


 






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ARTICLE 12


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS


 


Section 12.01 No Recourse.


 


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


 


ARTICLE THIRTEEN


 


SUBORDINATION OF SECURITIES


 


Section 13.01 Subordination.


 


The Company covenants and agrees, and each
Holder of a Security issued hereunder by his acceptance of a Security likewise covenants and agrees (except as otherwise provided
or contemplated by Section 301), that all Securities shall be issued subject to the provisions of this Article Thirteen;
and each Person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof accepts and
agrees to be bound by such provisions.


 


The payment by the Company of the principal
of, premium, if any and interest on all Securities issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and junior in right of payment to all Senior Debt, whether outstanding at the date of this Indenture or thereafter
incurred.


 


No provision of this Article Thirteen
shall prevent the occurrence of any Event of Default hereunder or any event which with the giving of notice or the passage of time
or both would constitute an Event of Default.


 


Section 13.02 Priority of Senior
Debt.


 


In the event and during the continuation
of any default by the Company in the payment of principal, premium, interest or any other payment due on any Senior Debt, or in
the event that the maturity of any Senior Debt has been accelerated because of a default, then, in either case, no payment shall
be made by the Company with respect to the principal (including redemption payments) of or premium, if any, or interest on the
Securities until such default shall have been cured or waived in writing or shall have ceased to exist or such Senior Debt shall
have been discharged or paid in full.


 


In the event of the acceleration of the
maturity of the Securities, then no payment shall be made by the Company with respect to the principal (including redemption payments)
of or premium, if any, or interest on the Securities until the holders of all Senior Debt outstanding at the time of such acceleration
shall receive payment in full of such Senior Debt (including any amounts due upon acceleration).


 


In the event that, notwithstanding the
foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the preceding paragraphs
of this Section 1802, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which
any of such Senior Debt may have been issued, as their respective interests may appear.


 


Section 13.03 Payments upon Bankruptcy.


 


Upon any payment by the Company or distribution
of assets of the Company of any kind or character, whether in cash property or securities, to creditors upon any liquidation, dissolution,
winding up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or any
bankruptcy, insolvency or similar proceedings of the Company, all amounts due or to become due upon all Senior Debt shall first
be paid in full, in cash or cash equivalents, or payment thereof provided for in accordance with its terms, before any payment
is made on account of the principal of, premium, if any, or interest on the indebtedness evidenced by the Securities, and upon
any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshaling or proceeding, any payment
or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders
or the Trustee under this Indenture would be entitled except for the provisions of this Article Thirteen, shall be paid by
the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution,
directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by
such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments
evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay
all Senior Debt in full (including except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest,
in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before
any payment or distribution is made to the Holders of the indebtedness evidenced by the Securities or to the Trustee under this
Indenture.


 


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


 






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For purposes of this Article Thirteen,
the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized
or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment,
the payment of which is subordinated (at least to the extent provided in this Article Thirteen with respect to the Securities)
to the payment of all Senior Debt which may at the time be outstanding; provided, that (i) the Senior Debt is assumed by the
new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders
of the Senior Debt are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided in Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section if such other Person shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions stated in Article Eight. Nothing in Section 1802 or this Section 1803 shall apply to
claims of, or payments to, the Trustee under or pursuant to Article Six. This Section shall be subject to the further
provisions of Section 1806.


 


Section 13.04 Subrogation; Rights
not Impaired.


 


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


 


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


 


Upon any payment or distribution of assets
of the Company referred to in this Article Thirteen, the Trustee, subject to the provisions of Article Six, and the Holders
of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such
liquidation, dissolution, winding up, receivership, reorganization, assignment or marshaling proceedings are pending, or a certificate
of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered
to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Thirteen.


 


Section 13.05 Authorization of
Trustee.


 


Each Holder of a Security by his or her
acceptance thereof authorizes and directs the Trustee in his or her behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article Thirteen and appoints the Trustee his or her attorney-in-fact for
any and all such purposes.


 


Section 13.06 Notice of the Trustee.


 


The Company shall give prompt written notice
to the Trustee and to any Paying Agent of any fact known to the Company which would prohibit the making of any payment of moneys
to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article Thirteen.
Regardless of anything to the contrary contained in this Article Thirteen or elsewhere in this Indenture, the Trustee shall
not be charged with knowledge of the existence of any Senior Debt or of any default or event of default with respect to any Senior
Debt or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee, unless and until a Responsible
Officer of the Trustee shall have received notice in writing at its principal Corporate Trust Office to that effect signed by an
officer of the Company, or by a holder or agent of a holder of Senior Debt who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any indenture pursuant
to which Senior Debt shall be outstanding, and, prior to the receipt of any such written notice, the Trustee shall, subject to
the provisions of Article Six, be entitled to assume that no such facts exist; provided, however, that if on a date at least
three Business Days prior to the date upon which by the terms hereof any such moneys shall become payable for any purpose (including
the payment of the principal of, or interest on any Security) the Trustee shall not have received with respect to such moneys the
notice provided for in this Section 1806, then, regardless of anything herein to the contrary, the Trustee shall have full
power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after such prior date.


 






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


 


Section 13.07 Holders of Senior
Debt; Trustee’s Obligations.


 


The Trustee and any agent of the Company
or the Trustee shall be entitled to all the rights set forth in this Article Thirteen with respect to any Senior Debt which
may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt and
nothing in this Indenture shall deprive the Trustee or any such agent, of any of its rights as such holder. Nothing in this Article Thirteen
shall apply to claims of, or payments to, the Trustee under or pursuant to Article Six.


 


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


 


Section 13.08 Actions by Holders
of Senior Debt.


 


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


 


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


 


Section 13.09 Paying Agent.


 


In case at any time any paying agent other
than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used
in this Article Thirteen n shall in such case (unless the context otherwise requires) be construed as extending to and including
such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article Thirteen
in addition to or in place of the Trustee; provided that Sections 1806 and 1807 shall not apply to the Company, any Subsidiary
Guarantor, or any Affiliate of the Company or such Subsidiary Guarantor, if acting as a Paying Agent.


 


Section 13.10 Monies Held in Trust.


 


Notwithstanding anything contained herein
to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Sections 401 or 1604 of
this Indenture by the Trustee for the payment of principal of, premium, if any, and interest on the Securities shall not be subordinated
to the prior payment of any Senior Debt or subject to the restrictions set forth in this Article Thirteen, and none of the
Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Debt or any other creditor of the
Company.


 






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ARTICLE 14


 


MISCELLANEOUS PROVISIONS


 


Section 14.01 Effect on Successors
and Assigns.


 


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


 


Section 14.02 Actions by Successor.


 


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


 


Section 14.03 Surrender of Company
Powers.


 


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


 


Section 14.04 Notices.


 


Except as otherwise expressly provided
herein, any notice, request or demand that by any provision of this Indenture is required or permitted to be given, made or served
by the Trustee or by the holders of Securities or by any other Person pursuant to this Indenture to or on the Company may be given
or served by being deposited in first class mail, postage prepaid, addressed (until another address is filed in writing by the
Company with the Trustee), as follows: GTY Technology Holdings Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada
89144, Attention: Chief Financial Officer. Any notice, election, request or demand by the Company or any Securityholder or by any
other Person pursuant to this Indenture to or upon the Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of the Trustee.


 


Section 14.05 Governing Law.


 


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


 


Section 14.06 Treatment of Securities as
Debt.


 


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


 


Section 14.07 Certificates and
Opinions as to Conditions Precedent.


 


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


 


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


 


Section 14.08 Payments on Business
Days.


 


Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental
to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.


 






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Section 14.09 Conflict with Trust
Indenture Act.


 


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


 


Section 14.10 Counterparts.


 


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


 


Section 14.11 Separability.


 


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


 


Section 14.12 Compliance Certificates.


 


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


 


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


 


	GTY TECHNOLOGY HOLDINGS INC.
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 
	[TRUSTEE], as Trustee
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 






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CROSS-REFERENCE TABLE (1)


 


	Section of Trust Indenture Act of 1939, as Amended	 	Section of Indenture
	310(a)	 	7.09
	310(b)	 	
         

        7.08

         

        7.10

	310(c)	 	Inapplicable
	311(a)	 	7.13
	311(b)	 	7.13
	311(c)	 	Inapplicable
	312(a)	 	
         

        5.01

         

        5.02(a)

	312(b)	 	5.02(c)
	312(c)	 	5.02(c)
	313(a)	 	5.04(a)
	313(b)	 	5.04(b)
	313(c)	 	
         

        5.04(a)

         

        5.04(b)

	313(d)	 	5.04(c)
	314(a)	 	
         

        5.03

         

        13.12

	314(b)	 	Inapplicable
	314(c)	 	13.07(a)
	314(d)	 	Inapplicable
	314(e)	 	13.07(b)
	314(f)	 	Inapplicable
	315(a)	 	
         

        7.01(a)

         

        7.01(b)

	315(b)	 	7.14
	315(c)	 	7.01
	315(d)	 	7.01(b)
	315(e)	 	6.07
	316(a)	 	
         

        6.06

         

        8.04

	316(b)	 	6.04
	316(c)	 	8.01
	317(a)	 	6.02
	317(b)	 	4.03
	318(a)	 	14.09


 


 


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


 






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