Exhibit 4.10


 


IBIO, INC., 


Issuer


 


AND 


 


[TRUSTEE], 


Trustee 


 


 




INDENTURE 


 


Dated as of ________, 20__ 


 




 


Debt Securities 


 






     


     


    

 


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	5
	 	 	 
	Section 2.01	Designation and
    Terms of Securities	5
	 	 	 
	Section 2.02	Form of Securities
    and Trustee’s Certificate	8
	 	 	 
	Section 2.03	Denominations:
    Provisions for Payment	8
	 	 	 
	Section 2.04	Execution and
    Authentications	10
	 	 	 
	Section 2.05	Registration
    of Transfer and Exchange	11
	 	 	 
	Section 2.06	Temporary Securities	12
	 	 	 
	Section 2.07	Mutilated, Destroyed,
    Lost or Stolen Securities	12
	 	 	 
	Section 2.08	Cancellation	13
	 	 	 
	Section 2.09	Benefits of Indenture	13
	 	 	 
	Section 2.10	Authenticating
    Agent	14
	 	 	 
	Section 2.11	Global Securities	14
	 	 	 
	Section 2.12	CUSIP Numbers	15
	 	 
	ARTICLE
    3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	16
	 	 	 
	Section 3.01	Redemption	16
	 	 	 
	Section 3.02	Notice of Redemption	16
	 	 	 
	Section 3.03	Payment Upon
    Redemption	17
	 	 	 
	Section 3.04	Sinking Fund	17
	 	 	 
	Section 3.05	Satisfaction
    of Sinking Fund Payments with Securities	18
	 	 	 
	Section 3.06	Redemption of
    Securities for Sinking Fund	18
	 	 
	ARTICLE
    4 COVENANTS	18
	 	 	 
	Section 4.01	Payment of Principal,
    Premium and Interest	18
	 	 	 
	Section 4.02	Maintenance of
    Office or Agency	19
	 	 	 
	Section 4.03	Paying Agents	19
	 	 	 
	Section 4.04	Appointment to
    Fill Vacancy in Office of Trustee	20


 






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	 	 	PAGE
	ARTICLE
    5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	20
	 	 	 
	Section 5.01	Company to Furnish
    Trustee Names and Addresses of Securityholders	20
	 	 	 
	Section 5.02	Preservation
    Of Information; Communications With Securityholders	21
	 	 	 
	Section 5.03	Reports by the
    Company	21
	 	 	 
	Section 5.04	Reports by the
    Trustee	22
	 	 
	ARTICLE
    6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	22
	 	 	 
	Section 6.01	Events of Default	22
	 	 	 
	Section 6.02	Collection of
    Indebtedness and Suits for Enforcement by Trustee	24
	 	 	 
	Section 6.03	Application of
    Moneys Collected	25
	 	 	 
	Section 6.04	Limitation on
    Suits	25
	 	 	 
	Section 6.05	Rights and Remedies
    Cumulative; Delay or Omission Not Waiver	26
	 	 	 
	Section 6.06	Control by Securityholders	26
	 	 	 
	Section 6.07	Undertaking to
    Pay Costs	26
	 	 
	ARTICLE
    7 CONCERNING THE TRUSTEE	27
	 	 	 
	Section 7.01	Certain Duties
    and Responsibilities of Trustee	27
	 	 	 
	Section 7.02	Certain Rights
    of Trustee	28
	 	 	 
	Section 7.03	Trustee Not Responsible
    for Recitals or Issuance or Securities	30
	 	 	 
	Section 7.04	May Hold Securities	31
	 	 	 
	Section 7.05	Moneys Held in
    Trust	31
	 	 	 
	Section 7.06	Compensation
    and Reimbursement	31
	 	 	 
	Section 7.07	Reliance on Officer’s
    Certificate	32
	 	 	 
	Section 7.08	Disqualification;
    Conflicting Interests	32
	 	 	 
	Section 7.09	Corporate Trustee
    Required; Eligibility	32
	 	 	 
	Section 7.10	Resignation and
    Removal; Appointment of Successor	32
	 	 	 
	Section 7.11	Acceptance of
    Appointment By Successor	35
	 	 	 
	Section 7.12	Merger, Conversion,
    Consolidation or Succession to Business	36


 






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	 	 	PAGE
	Section 7.13	Preferential
    Collection of Claims Against the Company	36
	 	 	 
	Section 7.14	Notice of Default	36
	 	 
	ARTICLE
    8 CONCERNING THE SECURITYHOLDERS	37
	 	 	 
	Section 8.01	Evidence of Action
    by Securityholders	37
	 	 	 
	Section 8.02	Proof of Execution
    by Securityholders	37
	 	 	 
	Section 8.03	Who May be Deemed
    Owners	38
	 	 	 
	Section 8.04	Certain Securities
    Owned by Company Disregarded	38
	 	 	 
	Section 8.05	Actions Binding
    on Future Securityholders	38
	 	 
	ARTICLE
    9 SUPPLEMENTAL INDENTURES	39
	 	 	 
	Section 9.01	Supplemental
    Indentures Without the Consent of Securityholders	39
	 	 	 
	Section 9.02	Supplemental
    Indentures With Consent of Securityholders	40
	 	 	 
	Section 9.03	Effect of Supplemental
    Indentures	40
	 	 	 
	Section 9.04	Securities Affected
    by Supplemental Indentures	41
	 	 	 
	Section 9.05	Execution of
    Supplemental Indentures	41
	 	 
	ARTICLE
    10 SUCCESSOR ENTITY	41
	 	 	 
	Section 10.01	Company May Consolidate,
    Etc.	41
	 	 	 
	Section 10.02	Successor Entity
    Substituted	42
	 	 
	ARTICLE
    11 SATISFACTION AND DISCHARGE	42
	 	 	 
	Section 11.01	Satisfaction
    and Discharge of Indenture	42
	 	 	 
	Section 11.02	Discharge of
    Obligations	43
	 	 	 
	Section 11.03	Deposited Moneys
    to be Held in Trust	43
	 	 	 
	Section 11.04	Payment of Moneys
    Held by Paying Agents	43
	 	 	 
	Section 11.05	Repayment to
    Company	44
	 	 
	ARTICLE
    12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	44
	 	 	 
	Section 12.01	No Recourse	44
	 	 
	ARTICLE
    13 MISCELLANEOUS PROVISIONS	45
	 	 	 
	Section 13.01	Effect on Successors
    and Assigns	45
	 	 	 
	Section 13.02	Actions by Successor	45
	 	 	 
	Section 13.03	Surrender of
    Company Powers	45


 






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	 	 	PAGE
	Section 13.04	Notices	45
	 	 	 
	Section 13.05	Governing Law;
    Jury Trial Waiver	45
	 	 	 
	Section 13.06	Treatment of
    Securities as Debt	46
	 	 	 
	Section 13.07	Certificates
    and Opinions as to Conditions Precedent	46
	 	 	 
	Section 13.08	Payments on Business
    Days	46
	 	 	 
	Section 13.09	Conflict with
    Trust Indenture Act	47
	 	 	 
	Section 13.10	Counterparts	47
	 	 	 
	Section 13.11	Separability	47
	 	 	 
	Section 13.12	Compliance Certificates	47
	 	 	 
	Section 13.13	Patriot Act	47
	 	 	 
	Section 13.14	Force Majeure	48
	 	 	 
	Section 13.12	Table of Contents;
    Headings	48


 






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INDENTURE


 


INDENTURE,
dated as of                     ,
20    , among iBio, Inc., a Delaware 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 the Trustee or 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.


 






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“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 (or duly authorized committee thereof) 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.


 


“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
IBio, Inc., a corporation duly organized and existing under the laws of the State of Delaware, 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.


 


“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 and Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission
thereunder.


 


The term “given”,
 “mailed”, “notify” or “sent” with respect to any
notice to be given to a Securityholder pursuant to this Indenture, shall mean notice (x) given to the Depositary (or its
designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance
with accepted practices or procedures at the Depositary (in the case of a Global Security) or (y) mailed to such Holder by
first class mail, postage prepaid, at its address as it appears on the Security Register (in the case of a definitive Security).
Notice so “given” shall be deemed to include any notice to be “mailed” or “delivered,” as
applicable, under this Indenture.


 








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“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.


 








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“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.


 


“Responsible Officer”
when used with respect to the Trustee means any officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the particular subject and in each case who shall have
direct responsibility for the administration of this Indenture.


 


“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.


 








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


 


“Subsidiary”
means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of
the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard
to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is
at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries
of such Person; or (iii) one or more Subsidiaries 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.


 


“U.S.A. Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, Pub. L. 107-56, as amended and signed into law October 26, 2001.


 


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 that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series);


 








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


 


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


 


(5) the applicability of any guarantees;


 


(6) whether or not the Securities
will be secured or unsecured, and the terms of any secured debt;


 


(7) whether the Securities rank
as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;


 


(8) 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;


 


(9) the interest rate or rates,
which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest
will be payable and the regular record dates for interest payment dates or the method for determining such dates;


 


(10) the Company’s right,
if any, to defer the payment of interest and the maximum length of any such deferral period;


 


(11) if applicable, the date or
dates after which, or the period or periods during which, and the price or prices at which, the Company may at its option, redeem
the series of Securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;


 


(12) the date or dates, if any,
on which, and the price or prices at which the Company is obligated, pursuant to any mandatory sinking fund or analogous fund
provisions or otherwise, to redeem, or at the Securityholder’s option to purchase, the series of Securities and the currency
or currency unit in which the Securities are payable;


 


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


 


(14) any and all terms, if 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 and any other terms which may be advisable in connection with the marketing of Securities of that series;


 








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(15) 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;


 


(16) if applicable, the provisions
relating to conversion or exchange of any Securities of the series and 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, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange, which may,
without limitation, include the payment of cash as well as the delivery of securities;


 


(17) 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;


 


(18) additions to or changes in
the covenants applicable to the series of Securities being issued, including, among others, the consolidation, merger or sale
covenant;


 


(19) additions to or changes in
the Events of Default with respect to the Securities and any change in the right of the Trustee or the Securityholders to declare
the principal, premium, if any, and interest, if any, with respect to such Securities to be due and payable;


 


(20) additions to or changes in
or deletions of the provisions relating to covenant defeasance and legal defeasance;


 


(21) additions to or changes in
the provisions relating to satisfaction and discharge of this Indenture;


 


(22) additions to or changes in
the provisions relating to the modification of this Indenture both with and without the consent of Securityholders of Securities
issued under this Indenture;


 


(23) the currency of payment of
Securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;


 


(24) 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;


 


(25) 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;


 








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


 


(27) any
other specific terms, preferences, rights or limitations of, or restrictions on, the Securities, any other additions or changes
in the provisions of this Indenture, and any terms that may be required by us or advisable under applicable laws or regulations.


 


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.


 


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)(13). 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)(23), the principal of and the interest on the Securities
of any series, as well as any premium thereon in case of redemption or repurchase thereof prior to maturity, and any cash amount
due upon conversion or exchange thereof, 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.


 






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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 in the Security Register 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 sent, to each Securityholder 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 sent as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered
in the Security Register 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.


 






    9


     


    

 
 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 (at the time of execution), 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.


 


Upon the Company’s
delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture,
the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully
protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating
that all conditions precedent to the execution, authentication and delivery of such Securities are 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.


 






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 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 or Supplemental Indenture (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.


 


The Company initially appoints the Trustee
as initial Security Registrar for each series of Securities


 


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 or repurchase, conversion or
exchange of less than the entire principal amount of a Security, 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.


 






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(d) The Company
and the Security Registrar 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 sending 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 sending, nor (ii) to
register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for
repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not
surrendered for repurchase, as the case may be. 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 Securityholders), 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, repurchase, exchange, registration of transfer or conversion shall, if surrendered to
the Company or any paying agent (or any other applicable 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 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.


 






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 Section 2.10
                                         Authenticating Agent. 


 


So long as any of
the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities
which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon exchange, transfer or partial redemption, repurchase or conversion 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 (or if the Depositary
names the Trustee as its custodian, retained by the Trustee), 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.


 


Section 2.12 CUSIP Numbers. 


 


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


 






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 ARTICLE
                                         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 (or with regard to any Global Security held in book entry form, by electronic mail in accordance with
the applicable procedures of the Depositary), a notice of such redemption not less than 30 days and not more than 90 days before
the date fixed for redemption of that series to such Securityholders, 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 identify the Securities to be redeemed (including CUSIP numbers, if any), 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.


 






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


 


Section 3.03 Payment Upon Redemption.


 


(a) If the
giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series
to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to, but excluding, 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, but excluding, 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 Securityholder thereof, at the expense of the Company,
a new Security of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security
so presented.


 


Section 3.04 Sinking Fund.


 


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


 






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


 


Section 3.05 Satisfaction of Sinking Fund
Payments with Securities.


 


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


 


Section 3.06 Redemption of Securities for
Sinking Fund.


 


Not less than 45
days prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an 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 Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified
in Section 3.02 and the Company shall 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.


 






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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.


 


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.


 






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 (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.


 


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.


 






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 Section 5.02
                                         Preservation Of Information; Communications With Securityholders. 


 


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


 


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


 


(c) Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their
rights under this Indenture or under the Securities, 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.


 


Section 5.03 Reports by the Company.


 


(a) The Company
will at all times comply with Section 314(a) of the Trust Indenture Act. 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 correspondence filed with the Commission or 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 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 Commission 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). The Trustee is under no duty to examine
any such reports, information or documents delivered to the Trustee or filed with the Commission via EDGAR to ensure compliance
with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained
therein. The Trustee shall have no responsibility or duty whatsoever to ascertain or determine whether the above referenced filings
with the Commission on EDGAR (or any successor system) has occurred.


 






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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 send
to the Securityholders 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;


 






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


 


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


 


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


 


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


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


 


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


 






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


 


(a) The Company
covenants that (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
Securityholder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.


 






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Section 6.03 Application of Moneys
Collected.


 


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


 


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


 


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


 


THIRD: To the payment of the remainder,
if any, to the Company 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 Securityholder 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 Securityholder or Securityholders shall have offered to the Trustee
indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (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.


 






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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.


 


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 and expenses, 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.


 






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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 or her 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;


 






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 (ii)
                                         the Trustee shall not be liable to any Securityholder or to any other Person 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;


 


(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;


 


(v) The Trustee shall not be required
to give any bond or surety in respect of the performance of its powers or duties hereunder;


 


(vi) The permissive right of the
Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and


 


(vii) No
Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series
of Securities hereunder.


 


Section 7.02 Certain Rights of
Trustee.


 


Except as otherwise provided in Section 7.01:


 


(a) The Trustee
may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, 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 opinion or 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;


 






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 (d)
                                         The Trustee shall be under no obligation to exercise any of the rights or powers
                                         vested in it by this Indenture at the request, order or direction of any of the Securityholders
                                         pursuant to the provisions of this Indenture, unless such Securityholders shall have
                                         offered to the Trustee security or indemnity reasonably acceptable to the Trustee 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 or her own affairs;


 


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


 


(f) The Trustee
shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or other papers or documents or inquire as to the
performance by the Company of one of its covenants under this Indenture, 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 security
or indemnity reasonably acceptable to the Trustee 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, punitive 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


 






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 (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 such 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. The Trustee may
                                         request that the Company deliver an Officer’s Certificate setting forth the names
                                         of individuals and/or titles of officers authorized at such time to furnish the Trustee
                                         with Officer’s Certificates, Company Orders and any other matters or directions
                                         pursuant to this Indenture.


 


(k) The rights,
privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and under the Securities, and each
agent, custodian or other person employed to act under this Indenture.


 


(l) The Trustee
shall not be deemed to have knowledge of any Default or Event of Default (other than an Event of Default constituting the failure
to pay the interest on, or the principal of, the Securities if the Trustee also serves the paying agent for such Securities) 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 or Issuance or Securities.


 


(a) The recitals
contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee shall not be responsible for any statement in any registration statement, prospectus,
or any other document in connection with the sale of Securities. The Trustee shall not be responsible for any rating on the Securities
or any action or omission of any rating agency.


 


(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.


 






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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 shall pay to the
Trustee for each of its capacities hereunder from time to time compensation for its services as the Company and the Trustee shall
from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred
by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 


(b) The Company
shall indemnify each of the Trustee in each of its capacities hereunder against any loss, liability or expense (including the
cost of defending itself and including the reasonable compensation and expenses of the Trustee’s agents and counsel) incurred
by it except as set forth in Section 7.06(c) in the exercise or performance of its powers, rights or duties under this Indenture
as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and
agents of the Trustee.


 


(c) The Company
need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director,
employee, shareholder or agent of the Trustee through negligence or bad faith.


 


(d) To ensure
the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or
property held or collected by the Trustee, except that held in trust to pay principal of or interest on particular Securities.
When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(4)
or (5), the expenses (including the reasonable fees and expenses of its counsel) and the compensation for services in connection
therewith are to constitute expenses of administration under any bankruptcy law. The provisions of this Section 7.06 shall
survive the termination of this Indenture and the resignation or removal of the Trustee.


 






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 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 the Securityholders of such series. 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
sending 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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 any amounts due to it pursuant to
the provisions of Section 7.06, 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.


 






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(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 send notice of the succession of such trustee
hereunder to the Securityholders. If the Company fails to transmit such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.


 


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


 


Any corporation into
which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all 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 send
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 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 or her 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.


 



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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 Security Registrar 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; or


 


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


 






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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) send 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 send, or cause the sending 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 Person (whether or not affiliated with the Company
or its successor or successors); provided, however, 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) or any such sale, conveyance, transfer or other
disposition (other than a sale, conveyance, transfer or other disposition to a Subsidiary of the Company), 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.


 






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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).


 


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, 7.10, 11.5 and 13.04, 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.


 



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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, 11.05 and 13.04 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.


 






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Section 11.05 Repayment to Company.


 


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


 


ARTICLE 12 


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS 


 


Section 12.01 No Recourse.


 


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


 






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ARTICLE 13 


 


MISCELLANEOUS PROVISIONS 


 


Section 13.01 Effect on Successors
and Assigns.


 


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


 


Section 13.02 Actions by Successor.


 


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


 


Section 13.03 Surrender of Company
Powers.


 


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


 


Section 13.04 Notices.


 


Except as otherwise
expressly provided herein, any notice, request or demand that by any provision of this Indenture is required or permitted to be
given, made or served by the Trustee, the Security Registrar, any paying or other agent under this Indenture 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:                                       
              . Any notice, election, request or demand by
the Company or any Securityholder or by any other Person pursuant to this Indenture to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.


 


Section 13.05 Governing Law; Jury
Trial Waiver.


 


This Indenture and
each Security shall be governed by, and construed in accordance with, the internal laws of the State of New York, except to the
extent that the Trust Indenture Act is applicable.


 


EACH PARTY HERETO,
AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS INDENTURE.


 






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Section 13.06 Treatment of Securities
as Debt.


 


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


 


Section 13.07 Certificates and
Opinions as to Conditions Precedent.


 


(a) Upon any
application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an 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 (other than the certificate to be delivered pursuant to Section 13.12 of this Indenture or Section 314(a)(1)
of the Trust Indenture Act) shall include (i) a statement that the Person making such certificate or opinion has read such
covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such
Person, he has made such examination or investigation as is reasonably necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been complied with.


 


Section 13.08 Payments on Business
Days.


 


Except as provided
pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an 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 13.09 Conflict with Trust
Indenture Act.


 


If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust
Indenture Act, such imposed duties shall control.


 


Section 13.10 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. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes.


 


Section 13.11 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 13.12 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.


 


Section 13.13 U.S.A Patriot Act.


 


The parties hereto
acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and
in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this
Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy
the requirements of the U.S.A. Patriot Act.


 






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Section 13.14 Force Majeure.


 


In no event shall
the Trustee, the Security Registrar, any paying agent or any other agent under this Indenture 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 or utilities, communications or computer
(software and hardware) services; it being understood that the Trustee, the Security Registrar, any paying agent or any other
agent under this Indenture shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.


 


Section 13.15 Table of Contents;
Headings. 


 


The table of contents
and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof, and will not modify or restrict any of the terms or provisions hereof.


 


[Signature page follows]


 






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


 


	 	IBIO, 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)	 	13.09




 


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


 






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